Acquisitions

AccuMED

On December 21, 2016, the Company completed the acquisition of 100% of the outstanding equity interests of AccuMED Holdings Corp. ("AccuMED"), a privately-held developer and manufacturer of specialty fabrics for $148.6 million, net of cash acquired. AccuMED has annual sales of approximately $80 million. The AccuMED acquisition was accounted for as a business combination, and accordingly, the assets acquired and liabilities assumed are included in the accompanying consolidated balance sheet as of December 31, 2016. The operating results and cash flows of AccuMED are included in the accompanying consolidated financial statements from the date of acquisition and in the Company's seating segment. The purchase price and preliminary allocation are shown below (in millions):



Purchase price paid, net of cash acquired	$	148.6

Property, plant and equipment	$	13.9
Other assets purchased and liabilities assumed, net	9.7
Goodwill	72.0
Intangible assets	53.0
Preliminary purchase price allocation	$	148.6

Recognized goodwill is attributable to the assembled workforce, expected synergies and other intangible assets that do not qualify for separate recognition.

Intangible assets consist of provisional amounts recognized for the fair value of customer-based assets. Customer-based assets include AccuMED's established relationships with its customers and the ability of these customers to generate future economic profits for the Company. It is estimated that these intangible assets have a weighted average useful life of approximately fifteen years.

The purchase price and related allocation are preliminary and will be revised as a result of adjustments made to the purchase price and additional information regarding projected financial information, assets acquired and liabilities assumed, including, but not limited to, certain tax attributes, contingent liabilities and revisions of provisional estimates of fair values resulting from the completion of independent appraisals and valuations of property, plant and equipment and intangible assets.

The pro-forma effects of this acquisition would not materially impact the Company's reported results for any period presented.

For further information on acquired assets measured at fair value, see Note 13, "Financial Instruments."

Eagle Ottawa

On January 5, 2015, the Company completed the acquisition of 100% of the outstanding equity interests of Everett Smith Group, Ltd., the parent company of Eagle Ottawa, LLC ("Eagle Ottawa"). Eagle Ottawa is a leading provider of leather for the automotive industry, with annual sales of approximately $1 billion, including annual sales to Lear of approximately $200 million. The purchase price of $843.9 million (net of purchase price adjustments received in the second quarter of 2015 of $8.0 million) consists of cash paid of $815.3 million, net of cash acquired, and contingent consideration of $28.6 million. In addition, the Company incurred transaction costs related to advisory services of $8.6 million, which were expensed as incurred and are recorded in selling, general and administrative expenses in the accompanying consolidated statement of income for the year ended December 31, 2015. The acquisition was financed with $350 million of restricted cash proceeds from the Company's offering of $650 million in aggregate principal amount of senior unsecured notes due 2025 at a stated coupon rate of 5.25% in November 2014 and borrowings under a $500 million delayed-draw term loan facility ("Term Loan Facility") established in November 2014 under the Company's amended and restated senior secured credit agreement (the "Credit Agreement") (Note 6, "Debt").

The Eagle Ottawa acquisition was accounted for as a business combination, and accordingly, the assets acquired and liabilities assumed are included in the accompanying consolidated balance sheets as of December 2016 and 2015. The operating results and cash flows of Eagle Ottawa are included in the accompanying consolidated financial statements from the date of acquisition and in the Company's seating segment. The purchase price and related allocation are shown below (in millions):



Purchase price paid, net of cash acquired	$	815.3
Acquisition date contingent consideration	28.6
Net purchase price	$	843.9

Property, plant and equipment	$	142.4
Other assets purchased and liabilities assumed, net	146.5
Goodwill	343.7
Intangible assets	211.3
Purchase price allocation	$	843.9

Contingent consideration represents the discounted value of estimated amounts due to the seller pending the resolution of certain tax matters. As of the acquisition date, the undiscounted value of estimated contingent consideration was $32.0 million. In 2016 and 2015, the Company paid $5.5 million and $3.9 million, respectively, of the contingent consideration, which is reflected as cash used in financing activities in the accompanying consolidated statements of cash flows.

Recognized goodwill is attributable to the assembled workforce, expected synergies and other intangible assets that do not qualify for separate recognition.

Intangible assets consist of amounts recognized for the fair value of customer-based assets and were based on an independent appraisal. Customer-based assets include Eagle Ottawa's established relationships with its customers and the ability of these customers to generate future economic profits for the Company and have a weighted average useful life of approximately ten years.

As of the acquisition date, the Company had amounts payable to Eagle Ottawa of $45.7 million for purchases of raw materials. As a result of the acquisition, these amounts payable were effectively settled at carrying value, which approximated fair value. The purchase price paid to the former owner excludes cash paid to settle this pre-existing relationship.

The pro-forma effects of this acquisition would not materially impact the Company's reported results for any period presented.

For further information on acquired assets measured at fair value, see Note 13, "Financial Instruments."

Subsequent Event

On February 6, 2017, the Company signed a definitive agreement to acquire Grupo Antolin's automotive seating business. Grupo Antolin's seating business is headquartered in France with sales and operations concentrated in five European countries. Grupo Antolin's seating business is comprised of just-in-time seat assembly, as well as seat structures, mechanisms and trim. The transaction is valued at approximately €286 million on a cash and debt free basis. The closing of the transaction is expected to occur in the second quarter of 2017 and is subject to customary conditions, including regulatory approvals.