On September 1, 2021, the Company acquired ASP Henry Holdings, Inc. (“Henry”), a leading provider of building envelope systems, from affiliated funds managed by American Securities LLC, for consideration of $1,608.2 million, including $34.3 million of cash acquired, subject to working capital and other customary post-closing adjustments. The Company funded the acquisition with borrowings from its Revolving Credit Facility (the "Facility") and cash on hand. The Company subsequently repaid the borrowings from the Facility with proceeds from its public offering of $300 million in aggregate principal amount of its 0.55% senior notes due in September 2023 and $550 million in aggregate principal amount of its 2.20% senior notes due in March 2032 (refer to Note 12).

Henry contributed revenues of $49.6 million and an operating loss of $2.9 million for the period from September 1, 2021, to September 30, 2021. The operating loss for the period from September 1, 2021, to September 30, 2021, includes $5.0 million of incremental cost of goods sold related to measuring inventory at fair value, and $3.7 million, $1.9 million and $1.2 million of amortization expense of customer relationships, trade names and acquired technology, respectively. Henry's results of operations are reported as part of the CCM segment.

The Henry amounts included in the pro forma financial information below are based on Henry’s historical results and therefore may not be indicative of the actual results if Henry had been owned by the Company on January 1, 2020. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may have been required had the Company owned Henry on January 1, 2020. Accordingly, pro forma information should not be relied upon as being indicative of the historical results that would have been realized had the acquisition occurred as of January 1, 2020 or the results that may be achieved in the future.

The unaudited combined pro forma financial information presented below includes revenues and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2020, based on the purchases price allocation presented below:


	Unaudited Pro Forma				Unaudited Pro Forma
	Three months ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
Revenues	$	1,415.7	$	1,199.6	$	3,794.6	$	3,331.4
Income from continuing operations	$	123.9	$	107.5	$	264.6	$	221.2

The pro forma financial information reflects adjustments to Henry's historical financial information to apply the Company's accounting policies and to reflect the additional depreciation and amortization related to the preliminary fair value adjustments of the acquired net assets of $13.6 million in the three months ended September 30, 2021, $54.4 million in the nine months ended September 30, 2021, $20.3 million in the three months ended September 30, 2020, and $61.1 million in the nine months ended September 30, 2020, together with the associated tax effects. The pro forma financial information also reflects cost of goods sold related to the fair valuation of inventory described above, and $17.3 million of acquisition-related costs primarily related to professional fees, as if they occurred in 2020.

The following table summarizes the consideration transferred to acquire Henry and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation for all acquired assets and liabilities.


	Preliminary Allocation
(in millions)	As of 9/1/2021
Total cash consideration transferred	$	1,608.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	34.3
Receivables, net	79.0
Inventories	59.4
Prepaid expenses and other current assets	10.5
Property, plant and equipment	53.6
Definite-lived intangible assets	735.1
Other long-term assets	3.6
Accounts payable	(77.9)
Accrued and other current liabilities	(28.7)
Short-term debt	(1.0)
Contract liabilities	(2.6)
Other long-term debt	(0.8)
Other long-term liabilities	(5.9)
Deferred income taxes	(153.4)
Total identifiable net assets	705.2
Goodwill	$	903.0

The goodwill recognized in the acquisition of Henry is attributable to its significant supply chain efficiencies, other administrative opportunities and the strategic value of the business to Carlisle, in addition to opportunities for product line expansions. The Company acquired $81.8 million of gross contractual accounts receivable, of which $2.9 million was not expected to be collected at the date of acquisition. Goodwill of $50.9 million is tax deductible in the United States. All of the goodwill has been preliminarily assigned to the CCM reporting unit, which aligns with the CCM reportable segment.


(in millions)	Fair Value		Weighted Average Useful Life (in years)
Customer relationships	$	448.3	10
Trade names	198.5		9
Technologies	88.2		6
Software	0.1		4
Total	$	735.1

The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities primarily related to intangible assets of approximately $153.4 million.

On July 22, 2020, the Company acquired 100% of the equity of Motion Tech Automation, LLC ("MTA") for consideration of $33.3 million, including $0.3 million of cash acquired and post-closing adjustments, which were finalized in the third quarter of 2020. The acquired products and services include sensors, manufacturing services, distribution services and engineering services to packaging and label, life sciences, semiconductor, fluid handling, and test and measurement customers.

Consideration of $16.4 million has been allocated to goodwill, $4.3 million to definite-lived intangible assets, $4.9 million to inventory, $2.7 million to accounts receivable and $1.3 million to accounts payable. In accordance with the purchase agreement, Carlisle is indemnified for up to $1.6 million, and recorded an indemnification asset of $1.5 million in other long-term assets, relating to certain pre-acquisition debt and tax withholding liabilities. During the second quarter of 2021, the pre-acquisition debt of $1.4 million was relieved along with the corresponding indemnification asset.

All of the $16.4 million value allocated to goodwill is deductible for tax purposes. Goodwill of $11.0 million, $2.8 million and $2.6 million has been assigned to the CCM, CIT and CFT reporting units, respectively, which aligns with the reportable segments.