Note 3—Acquisitions

2012 Acquisitions

Thermax and Raydex/CDT Limited

On December 17, 2012, the Company acquired certain assets and assumed certain liabilities of Thermax ("Thermax"), an unincorporated North American division of Belden Inc., and acquired all of the outstanding shares of Raydex/CDT Limited ("Raydex" and together with Thermax, "Thermax/Raydex"), a company incorporated in England and Wales, for total cash consideration of approximately $265.5 million, net of $0.1 million cash acquired. The Company funded the acquisition with proceeds from its 3.75% senior unsecured notes due 2022 issued in November 2012. Thermax/Raydex designs, manufactures, and sells wire and cable products for the commercial and military aerospace markets and certain industrial markets. The acquisition of Thermax/Raydex adds capabilities and technology to strengthen the Company's interconnect products business by expanding its product and service range to its customers. Thermax/Raydex operates within the Interconnect Technologies segment.

The following table summarizes the consideration transferred to acquire Thermax/Raydex and the allocation among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting 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.

				Measurement Period Adjustments			Final Allocation

	Preliminary Allocation			Measurement Period Adjustments			Final Allocation
	Preliminary Allocation			Twelve Months Ended 12/17/2013			As of 12/17/2013
(in millions)	12/31/2012			Twelve Months Ended 12/17/2013			As of 12/17/2013
Total cash consideration transferred	$	265.6		$	—		$	265.6




Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash & cash equivalents	$	0.1		$	—		$	0.1
Receivables		14.3			—			14.3
Inventories		15.4			—			15.4
Prepaid expenses and other current assets		0.9			—			0.9
Property, plant and equipment		7.2			—			7.2
Definite-lived intangible assets		135.1			—			135.1
Indefinite-lived intangible assets		9.1			—			9.1
Accounts payable		(12.0	)		—			(12.0	)
Accrued expenses		(2.6	)		—			(2.6	)
Net deferred tax liabilities		(2.8	)		1.8			(1.0	)


Total identifiable net assets		164.7			1.8			166.5


Goodwill	$	100.9		$	(1.8	)	$	99.1

The goodwill recognized in the acquisition of Thermax/Raydex is attributable to the workforce of Thermax/Raydex, the consistent financial performance of this complementary supplier of high-reliability interconnect products to leading aerospace, avionics and electronics companies and the enhanced scale that Thermax/Raydex brings to the Company. Thermax/Raydex brings additional high-end cable products and qualified positions to serve the Company's existing commercial aerospace and industrial customers. Goodwill arising from the acquisition of Thermax is deductible for income tax purposes. All of the goodwill was assigned to the Interconnect Technologies reporting unit. Indefinite-lived intangible assets of $9.1 million represent acquired trade names. The $135.1 million value allocated to definite-lived intangible assets consists of $111.4 million of customer relationships with useful lives ranging from 17 to 18 years, $23.5 million of acquired technology with useful lives ranging from 9 to 11 years, and a $0.2 million non-compete agreement with a useful life of 5 years.

The Company has also recorded deferred tax liabilities related to the property, plant and equipment and intangible assets as of the December 17, 2012 closing date.

Hertalan Holding B.V.

On March 9, 2012, the Company acquired 100% of the equity of Hertalan Holding B.V. ("Hertalan") for a total cash purchase price of €37.3 million, or $48.9 million, net of €0.1 million, or $0.1 million, cash acquired. The Company funded the acquisition with borrowings under its $600 million senior unsecured revolving credit facility (the "Facility") and cash on hand. See Note 15 for further information regarding borrowings. The acquisition of Hertalan strengthens the Company's ability to efficiently serve European customers in the EPDM roofing market in Europe with local manufacturing and established distribution channels. Hertalan operates within the Construction Materials segment.

The following table summarizes the consideration transferred to acquire Hertalan and the allocation among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting 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.

	Preliminary Allocation			Measurement Period Adjustments			Final Allocation

(in millions)	As of 3/31/2012			Twelve Months Ended 3/9/2013			As of 3/9/2013
Total cash consideration transferred	$	49.3		$	(0.3	)	$	49.0




Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash & cash equivalents	$	0.1		$	—		$	0.1
Receivables		3.7			—			3.7
Inventories		10.5			(1.0	)		9.5
Prepaid expenses and other current assets		0.2			—			0.2
Property, plant and equipment		13.0			(0.1	)		12.9
Definite-lived intangible assets		9.9			4.8			14.7
Indefinite-lived intangible assets		2.6			5.4			8.0
Other long-term assets		0.3			—			0.3
Accounts payable		(3.3	)		—			(3.3	)
Accrued expenses		(2.5	)		—			(2.5	)
Long-term debt		(1.3	)		—			(1.3	)
Deferred tax liabilities		(4.4	)		(2.3	)		(6.7	)
Other long-term liabilities		(0.1	)		—			(0.1	)


Total identifiable net assets		28.7			6.8			35.5


Goodwill	$	20.6		$	(7.1	)	$	13.5

The goodwill recognized in the acquisition of Hertalan is attributable to the workforce of Hertalan, the solid financial performance of this leading manufacturer of EPDM roofing and waterproofing systems and the significant strategic value of the business to Carlisle. Hertalan provides Carlisle with a solid manufacturing and knowledge base for EPDM roofing products in Europe and provides an established distribution network throughout Europe, both of which enhance Carlisle's goal of expanding its global presence. The European market shows favorable trends towards EPDM roofing applications and Carlisle can provide additional product development and other growth resources to Hertalan. Goodwill arising from the acquisition of Hertalan is not deductible for income tax purposes. All of the goodwill was assigned to the Construction Materials reporting unit. Indefinite-lived intangible assets of $8.0 million represent acquired trade names. The $14.7 million value allocated to definite-lived intangible assets represents customer relationships with useful lives of 9 years.

The Company has also recorded deferred tax liabilities related to the property, plant and equipment and intangible assets as of the March 9, 2012 closing date.

2011 Acquisitions

Tri-Star Electronics International, Inc.

On December 2, 2011, the Company acquired 100% of the equity of TSEI Holdings, Inc. ("Tri-Star") for a total cash purchase price of $284.8 million, net of $4.5 million cash acquired. The total cash purchase price includes a $0.4 million purchase price adjustment during the three months ended March 31, 2012. The Company funded the acquisition with borrowings under the Facility. See Note 15 for further information regarding borrowings. The acquisition of Tri-Star adds capabilities and technology to strengthen the Company's interconnect products business by expanding its product and service range to its customers. Tri-Star operates within the Interconnect Technologies segment.

The following table summarizes the consideration transferred to acquire Tri-Star and the allocation among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting 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.

	Preliminary Allocation			Measurement Period Adjustments			Final Allocation

(in millions)	As of 12/31/2011			Twelve Months Ended 12/2/2012			As of 12/2/2012
Total cash consideration transferred	$	288.9		$	0.4		$	289.3




Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash & cash equivalents	$	4.5		$	—		$	4.5
Receivables		14.0			—			14.0
Inventories		22.8			—			22.8
Prepaid expenses and other current assets		5.6			—			5.6
Property, plant and equipment		15.4			(2.1	)		13.3
Definite-lived intangible assets		112.0			9.5			121.5
Indefinite-lived intangible assets		28.0			(8.6	)		19.4
Other long-term assets		0.1			—			0.1
Accounts payable		(6.5	)		—			(6.5	)
Accrued expenses		(4.4	)		—			(4.4	)
Deferred tax liabilities		(58.9	)		3.4			(55.5	)
Other long-term liabilities		(0.4	)		—			(0.4	)


Total identifiable net assets		132.2			2.2			134.4


Goodwill	$	156.7		$	(1.8	)	$	154.9

The goodwill recognized in the acquisition of Tri-Star is attributable to the workforce of Tri-Star, the consistent financial performance of this complementary supplier of high-reliability interconnect products to leading aerospace, avionics and electronics companies and the enhanced scale that Tri-Star brings to the Company. Tri-Star brings additional high-end connector products and qualified positions to serve the Company's existing commercial aerospace and industrial customers. Tri-Star will also supply the Company with efficient machining and plating processes that will lower costs and improve product quality. Favorable trends in the commercial aerospace markets and increasing electronic content in several industrial end markets provide a solid growth platform for the Interconnect Technologies segment. Goodwill arising from the acquisition of Tri-Star is not deductible for income tax purposes. All of the goodwill was assigned to the Interconnect Technologies segment. Indefinite-lived intangible assets of $19.4 million represent acquired trade names. The $121.5 million value allocated to definite-lived intangible assets consists of $94.8 million of customer relationships with useful lives ranging from 12 to 21 years, $23.2 million of acquired technology with useful lives of 16 years, $2.5 million of non-compete agreements with useful lives ranging from 3 to 5 years, and $1.0 million of customer certifications and approvals with useful lives of 3 years.

The Company has also recorded deferred tax liabilities related to the property, plant and equipment and intangible assets as of the December 2, 2011 closing date.

PDT Phoenix GmbH

On August 1, 2011, the Company acquired 100% of the equity of PDT Phoenix GmbH ("PDT") for €77.0 million, or $111.0 million, net of €5.3 million, or $7.6 million, cash acquired. Of the €82.3 million, or $118.6 million gross purchase price, €78.7 million, or $113.4 million, was paid in cash initially funded with borrowings under the Facility and cash on hand. PDT is a leading manufacturer of EPDM-based (rubber) roofing membranes and industrial components serving European markets. The acquisition of PDT provides a platform to serve the European market for single-ply roofing systems, and expands the Company's growth internationally. PDT operates within the Construction Materials segment.

The agreement to acquire PDT provided for contingent consideration based on future earnings. The fair value of contingent consideration recognized at the acquisition date was €3.6 million, or $5.2 million, and was estimated using a discounted cash flow model based on financial projections of the acquired company. See Note 9 for further information regarding settlement of the contingent consideration.

The purchase price of PDT included certain assets of the PDT Profiles business, which the Company sold on January 2, 2012 for €17.1 million, or $22.1 million. The PDT Profiles business was classified as held for sale at the date of acquisition and on the Company's consolidated balance sheet as of December 31, 2011.

The following table summarizes the consideration transferred to acquire PDT and the allocation among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting 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.

	Preliminary Allocation			Measurement Period Adjustments			Final Allocation

(in millions)	As of 12/31/2011			Twelve Months Ended 8/1/2012			As of 8/1/2012
Consideration transferred:
Cash consideration	$	113.4		$	—		$	113.4
Contingent consideration		5.2			—			5.2


Total fair value of consideration transferred	$	118.6		$	—		$	118.6




Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash & cash equivalents	$	7.6		$	—		$	7.6
Receivables		12.2			—			12.2
Inventories		10.5			—			10.5
Prepaid expenses and other current assets		0.8			—			0.8
Current assets held for sale		3.6			—			3.6
Property, plant and equipment		3.4			—			3.4
Definite-lived intangible assets		57.1			—			57.1
Indefinite-lived intangible assets		6.9			—			6.9
Other long-term assets		0.1			—			0.1
Non-current assets held for sale		21.6			(0.6	)		21.0
Accounts payable		(9.0	)		—			(9.0	)
Accrued expenses		(1.2	)		—			(1.2	)
Current liabilities associated with assets held for sale		—			—			—
Deferred tax liabilities		(21.5	)		—			(21.5	)
Other long-term liabilities		(3.3	)		—			(3.3	)


Total identifiable net assets		88.8			(0.6	)		88.2


Goodwill	$	29.8		$	0.6		$	30.4

The purchase price allocation reflects updated fair value estimates for assets acquired and liabilities assumed. The amount of goodwill recognized in the acquisition of PDT is attributable to the workforce of PDT, the solid financial performance of this leading manufacturer of single-ply roofing and waterproofing systems and the significant strategic value of the business to Carlisle. PDT provides Carlisle with a solid manufacturing and knowledge base for single-ply roofing products in Europe and provides an established distribution network throughout Europe, both of which enhance Carlisle's goal of expanding its global presence. The European market shows favorable trends towards single-ply roofing applications and Carlisle can provide additional product development and other growth resources to PDT. Goodwill arising from the acquisition of PDT is not deductible for income tax purposes. All of the goodwill was assigned to the Construction Materials segment. Indefinite-lived intangible assets of $6.9 million represent acquired trade names. Of the $57.1 million value allocated to definite-lived intangible assets, approximately $33.3 million was allocated to patents, with useful lives ranging from 10 to 20 years, and $23.8 million was allocated to customer relationships, with useful lives of 19 years.

The Company has also recorded deferred tax liabilities related to the property, plant and equipment and intangible assets as of the August 1, 2011 closing date.