On July 25, 2022, Merger Sub merged with and into the Company, with the Company surviving the merger as a subsidiary of Camelot Parent. CD&R previously held 61.9 million shares of the Company immediately prior to the Merger. As a result of the Merger, CD&R became the indirect owners of all of the issued and outstanding shares of Company common stock that CD&R did not already own.


	Consideration
Common shares purchased	65,613,349
Common share closing price	$	24.65
Merger consideration, common shares purchased	$	1,617,369
Effective settlement of pre-existing relationships(1)	128,721
Total Merger consideration	1,746,090
Fair value of common shares previously held by CD&R and other adjustments(2)	1,526,591
Total equity value	$	3,272,681

The Company incurred transaction costs of $29.4 million associated with the Merger, of which $0.7 million was recognized in the period from July 25, 2022 through December 31, 2022 and $28.7 million was recognized in the period from January 1, 2022 through July 24, 2022. These costs are included in selling, general and administrative expenses on the Consolidated Statements of (Loss) Income.

During July 2023, the Company completed measurement period adjustments, which were mainly composed of a $291.5 million increase to property, plant and equipment and a $174.7 million decrease to intangible assets. The effect of measurement period adjustments on the estimated fair value elements were reflected as if the adjustments had been made as of the date of the Merger, including a $66.5 million cumulative catch-up to depreciation and amortization expense recorded during the three months ended July 1, 2023 resulting from the update in the fair market value of property, plant and equipment and intangible assets. The table below presents the Consolidated Statements of Income (Loss) line items impacted by the aforementioned adjustments for previously reported periods.


	Increase / (Decrease) due to Depreciation and Amortization
	Impact on Prior Periods				Cumulative Catch-Up Recorded During Three Months Ended July 1, 2023
Consolidated Statements of (Loss) Income Line Item	July 25, 2022 through December 31, 2022		Three Months Ended April 1, 2023
Cost of sales	$	38,852	$	26,303	$	65,155
Gross profit	$	(38,852)	$	(26,303)	$	(65,155)
Selling, general and administrative expenses	$	(1,632)	$	2,963	$	1,331
Loss from operations	$	(37,220)	$	(29,266)	$	(66,486)

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 9, Debt. Harvey is included in the Company’s Aperture Solutions reportable segment.

The purchase price allocation below is based upon provisional information and is subject to revision during the measurement period (up to one year from the acquisition date) as additional information concerning valuations is obtained. During the measurement period, as the Company obtains new information regarding facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise the provisional purchase price allocation, which may include, but are not limited to, adjustments pertaining to intangible assets acquired, property, plant and equipment acquired and tax liabilities assumed.


	Fair Value
Cash and cash equivalent	$	10,423
Accounts receivable	27,325
Inventories	21,535
Property, plant and equipment	47,478
Lease right-of-use assets	124,418
Goodwill	172,662
Trade name and customer relationship intangibles	246,000
Other assets	16,530
Total assets acquired	666,371
Accounts payable and other liabilities assumed	36,072
Employee related liabilities	6,208
Lease liabilities	104,807
Deferred income tax liabilities	58,622
Total liabilities assumed	205,709
Net assets acquired	$	460,662

During the year ended December 31, 2024, the Company made the following measurement period adjustments since the initial opening balance sheet estimates were recorded during the three and six months ended June 29, 2024. The Company recognized a $6.7 million increase in property, plant and equipment, and increase of $86.7 million in intangible assets, an increase of $15.0 million related to all other assets, a increase of $24.0 million in deferred tax liabilities and net decrease of $14.6 million in accounts payable and other liabilities assumed. Recognized goodwill decreased by $99.2 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.

The acquisition of Harvey resulted in the recognition of $172.7 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 $58.6 million was established as a result of the acquisition.

In July 2024, the Company completed the acquisition of Mueller Supply Company, Inc. (“Mueller”) for a purchase price of $495.9 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 9, Debt. Mueller is included in the Company’s Shelter Solutions reportable segment.


	Fair Value
Cash and cash equivalent	$	18,074
Accounts receivable	10,346
Inventories	126,516
Property, plant and equipment	207,912
Goodwill	107,543
Trade name and customer relationship intangibles	108,000
Equity investment	11,000
Other assets	5,803
Total assets acquired	595,194
Accounts payable and other liabilities assumed	5,693
Employee related liabilities	8,988
Rebates and customer related liabilities	16,698
Deferred income tax liabilities	67,924
Total liabilities assumed	99,303
Net assets acquired	$	495,891

During the year ended December 31, 2024, the Company made the following measurement period adjustments since the initial opening balance sheet estimates were recorded during the three and nine months ended September 28, 2024. The Company recognized a $17.5 million increase in property, plant and equipment, a $20.0 million increase in intangible assets and an increase of $8.8 million in deferred tax liabilities. Recognized goodwill decreased by $29.9 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.

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 $11.1 million is recognized in other assets, net on our Consolidated Balance Sheets for the period ended December 31, 2024.

The acquisition of Mueller resulted in the recognition of $107.5 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 $67.9 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 $82.5 million, intangible assets such as, customer lists and trademarks, of $73.4 million and $34.3 million, contingent consideration of $16.8 million, warranty liabilities of $5.9 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 year ended December 31, 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 $3.8 million in contingent consideration in 2024, included the impact of exchange rates. The total of $21.1 million is recognized in other current liabilities on our Consolidated Balance Sheets at December 31, 2024.

In June 2022, the Company completed the sale of the coil coatings business to BlueScope Steel Limited for initial cash proceeds of $500.0 million, subject to working capital and other customary adjustments. In connection with the transaction, the Company entered into long-term supply agreements to secure a continued supply of light gauge coil coating and painted hot roll steel. For the period from January 1, 2022 through July 24, 2022, the Company recognized a pre-tax gain of $394.2 million for the coil coatings divestiture, which is included in gain on divestitures in the Consolidated Statements of Income (Loss). The Company incurred $9.6 million of divestiture-related costs for the period from January 1, 2022 through July 24, 2022, which are recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Income (Loss). During 2023 the Company recorded $10.1 million in expense resulting from a settlement to finalize working capital. The divested business did not represent a strategic shift that has a major effect on our operations and financial results, and, as such, it was not presented as discontinued operations. The coil coatings business results prior to the sale are reported within the Shelter Solutions reportable segment.