ACQUISITIONS

12 Months Ended

Dec. 31, 2024

Ascent, LLC

On December 5, 2024, through its wholly-owned subsidiary Anixter Inc., the Company acquired 100% of the equity securities of Ascent, LLC (“Ascent”). Headquartered in St. Louis, Missouri, Ascent is a provider of data center facility management services with over 300 employees in the U.S. and Canada. Ascent’s expertise in engineering and design-build consultation services, in addition to daily site operations, extends the Company’s suite of capabilities and solutions that serve the entire lifecycle of the data center. The Company funded the purchase price paid at closing with cash on hand as well as borrowings under its revolving credit facility.

The total preliminary estimated fair value of consideration transferred for the acquisition of Ascent consisted of the following:


	(In millions)
Purchase price	$	185.0
Adjustments to purchase price	(3.3)
Total cash consideration	181.7
Seller expenses paid by Wesco	5.1
Total purchase consideration	$	186.8
Supplemental cash flow disclosure related to acquisitions:
Cash paid for acquisition	$	186.8
Less: Cash acquired	(7.2)
Cash paid for acquisition, net of cash acquired	$	179.6

The preliminary purchase consideration was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair value, with the excess allocated to goodwill. The Company identified a customer relationship intangible asset and estimated its fair value using an income valuation method. The excess purchase consideration recorded as goodwill is not deductible for income tax purposes, and has been assigned to the Company’s CSS reportable segment. The resulting goodwill is primarily attributable to Ascent’s workforce and expertise in engineering and design-build consultation services.

The estimated fair values of assets acquired and liabilities assumed are based on preliminary calculations and valuations using estimates and assumptions at the time of acquisition. As the Company obtains additional information during the measurement period (not to exceed one year from the acquisition date), estimates and assumptions for the preliminary purchase consideration allocations may change materially.

The following table sets forth the preliminary allocation of the purchase consideration to the respective fair values of assets acquired and liabilities assumed for the acquisition of Ascent:



Assets	(In millions)
Cash and cash equivalents	$	7.2
Trade accounts receivable	51.8
Intangible asset(1)	58.0
Goodwill	118.2
Other current and noncurrent assets	26.5
Total assets	$	261.7

Liabilities
Accounts payable	$	20.9
Accrued payroll and benefit costs	7.8
Other current and noncurrent liabilities	46.2
Total liabilities	$	74.9

Fair value of net assets acquired, including goodwill and intangible asset	$	186.8

(1) Consists of a customer relationship intangible asset with an estimated useful life of 15 years.

Independent Electric Supply Inc.

Effective July 1, 2024, the Company acquired 100% of the equity securities of Independent Electric Supply Inc. (“IES”), a full-line electrical distributor headquartered in Ontario, Canada. The total fair value of consideration for the acquisition of IES of $13.2 million includes total cash consideration of $11.6 million, net of cash acquired, paid at closing with cash on hand, and contingent consideration not to exceed $2.9 million. The assets acquired included a customer relationship intangible asset with an estimated fair value of $5.9 million.

entroCIM

On June 3, 2024, the Company acquired the assets and liabilities held by Warez, LLC and Hepta Systems, LLC, which own and operate the entroCIM business (collectively, “entroCIM”). entroCIM is an innovator in data center and building intelligence software. The total fair value of consideration for the acquisition of entroCIM of $36.5 million includes total cash consideration of $30.1 million, paid at closing with cash on hand, and contingent consideration not to exceed $8.0 million, with an estimated fair value of $6.4 million, recorded in current and noncurrent liabilities in the Consolidated Balance Sheet as of December 31, 2024. The preliminary purchase consideration was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair value, which primarily comprised a developed software intangible asset with an estimated fair value of $8.0 million based on an income valuation method, with the excess of $29.0 million allocated to goodwill in the Company’s CSS reportable segment.

Wesco Integrated Supply (“WIS”) Divestiture

On April 1, 2024, Wesco Distribution, Inc. (“Wesco Distribution”) completed the sale of its WIS business for a base purchase price of $350.0 million. Adjusted for net working capital, closing cash, and closing indebtedness purchase price adjustments, the divestiture was completed for total consideration of $354.9 million. The WIS business, located primarily in the U.S. and Canada, was part of the UBS reportable segment and provided products and services to large industrial and commercial end-users to support their maintenance, repair, and operating spend. The Company recognized a gain from the sale of $122.2 million, which is recorded as a component of other (income) expense, net in the Consolidated Statement of Income and Comprehensive Income for the year ended December 31, 2024. Upon closing, Wesco Distribution entered into certain Transition Services Agreements (“TSAs”) under which Wesco Distribution agreed to provide transition services to the purchaser for approximately nine months. Revenues associated with these TSAs are not material.

The sale of the WIS business did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore does not meet the criteria to be classified as discontinued operations.

Rahi Systems Holdings, Inc.

On November 1, 2022, the Company acquired 100% of the equity securities of Rahi Systems Holdings, Inc. (“Rahi Systems” or “Rahi”). The total fair value of consideration for the acquisition of Rahi of $255.4 million included cash paid of $186.8 million, net of $68.6 million of cash acquired.