In July 2024, the Company completed the acquisition of Mueller Supply Company, Inc. (“Mueller”) for a purchase price of $497.1 million, including a base purchase price of $475.0 million, in addition to closing date cash and working capital adjustments. Mueller is a leading manufacturer of residential metal roofing and components and steel buildings in Texas and the Southwest United States (“U.S.”). Mueller has approximately 900 employees and a comprehensive regional footprint including 38 retail branches and five manufacturing sites in Amarillo, Ballinger and Huntsville, Texas; Oak Grove, Louisiana; and Phoenix, Arizona. This acquisition was funded through issuing long-term debt further discussed in Note 7. Mueller is included in the Company’s Shelter Solutions reportable segment.


	Fair Value
Cash and cash equivalent	$	18,074
Accounts receivable	10,346
Inventories	126,507
Property, plant and equipment	190,383
Goodwill	137,421
Trade name and customer relationship intangibles	88,000
Equity investment	11,000
Other assets	5,803
Total assets acquired	587,534
Accounts payable and other liabilities assumed	6,172
Employee related liabilities	7,509
Rebates and customer related liabilities	17,698
Deferred income tax liabilities	59,099
Total liabilities assumed	90,478
Net assets acquired	$	497,056

As part of the Mueller transaction, the Company acquired a 33.33% interest in BDM Metal Coaters, LLC (“BDM”). The general purpose of BDM is the establishment and operation of a processing facility for the slitting and coating of hot roll steel coils. The Company does not exercise significant influence over BDM’s operating and financial activities; therefore, the Company accounts for the investment under the equity method of accounting. The carrying value of the investment of $10.6 million is recognized in other asset, net on our Condensed Consolidated Balance Sheets for the period ended September 28, 2024.

The acquisition of Mueller resulted in the recognition of $137.4 million of goodwill. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisition within our operations. Goodwill created as a result of the acquisition of Mueller is not expected to be deductible for tax purposes. A net deferred tax liability of $59.1 million was established as a result of the acquisition.

In April 2024, the Company completed the acquisition of Harvey Building Products Corp. (“Harvey”) for a purchase price of $460.7 million, subject to certain customary adjustments. Harvey is a manufacturer of high performing windows and doors, and its portfolio of industry leading brands include Harvey, Softlite and Thermo-Tech. Headquartered in Waltham, Massachusetts, Harvey has approximately 1,200 employees at four manufacturing facilities located throughout the Northeast and Midwest. Harvey specializes in premium, custom windows and doors primarily serving the Eastern U.S. This acquisition was funded through issuing long-term debt further discussed in Note 7. Harvey is included in the Company’s Aperture Solutions reportable segment.


	Fair Value
Cash and cash equivalent	$	10,423
Accounts receivable	27,395
Inventories	20,251
Property, plant and equipment	47,478
Lease right-of-use assets	126,609
Goodwill	175,871
Trade name and customer relationship intangibles	246,000
Other assets	14,991
Total assets acquired	669,018
Accounts payable and other liabilities assumed	36,448
Employee related liabilities	6,230
Lease liabilities	106,613
Deferred income tax liabilities	59,065
Total liabilities assumed	208,356
Net assets acquired	$	460,662

During the three months ended September 28, 2024, the Company recognized an $86.7 million increase in intangible assets, an increase of $21.1 million related to all other assets, an increase of $24.5 million in deferred tax liabilities and net decrease of $12.4 million in accounts payable and other liabilities assumed. Recognized goodwill decreased by $96.0 million as a result of these measurement period adjustments. The Company recorded these measurement price adjustments to update the allocation of the purchase price based upon further analysis of information subsequent to the acquisition date, inclusive of net working capital adjustments. These adjustments did not have a material impact on the Company’s Condensed Consolidated Statements of Loss for the three and nine months ended September 28, 2024.

The acquisition of Harvey resulted in the recognition of $175.9 million of goodwill. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisition with our operations. Goodwill created as a result of the acquisition of Harvey is not expected to be deductible for tax purposes. A net deferred tax liability of $59.1 million was established as a result of the acquisition.

In December 2023, the Company completed the acquisition of the Eastern Architectural Systems (“EAS”) business, whose operations are included in the Company’s Aperture Solutions reportable segment. EAS is based in Ft. Myers, Florida and manufactures custom-made aluminum and vinyl impact windows and doors. In August 2023, the Company completed the acquisition of M.A.C. Métal Architectural Inc. (“MAC Metal”), which became an indirect wholly-owned subsidiary of the Company. Headquartered in Saint-Hubert, Quebec, MAC Metal serves the North American residential and commercial markets with high-end steel siding and roofing products. MAC Metal is included in the Company’s Surface Solutions reportable segment.

The total purchase price for these acquisitions was $235.5 million, comprised of upfront cash payments of $217.7 million and earn-out contingent consideration of $16.8 million related to the MAC Metal transaction. The purchase price of these acquisitions was allocated to the assets acquired and liabilities assumed, which related primarily to inventory of $15.9 million, property, plant and equipment of $21.3 million, goodwill of $88.4 million, intangible assets such as, customer lists and trademarks, of $73.4 million and $34.3 million, contingent consideration of $16.8 million and noncurrent deferred income tax liabilities of $12.3 million. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisitions with our operations. Purchase accounting for these acquisitions was finalized during the second quarter of fiscal 2024.

The MAC Metal acquisition earn-out is payable over two consecutive twelve-month periods, with the first period starting in the month following the close of the applicable acquisition and payments are based upon achieving certain adjusted EBITDA-based metrics, as defined in the purchase agreement. There was an increase of $5.0 million in contingent consideration during the nine months ended September 28, 2024 to $21.8 million, of which $9.6 million is recognized in other current liabilities and $12.3 million is recognized in other long-term liabilities on our Condensed Consolidated Balance Sheets at September 28, 2024.