On November 1, 2017, the Company acquired 100% of the equity of Accella Holdings LLC, the parent company to Accella Performance Materials Inc. (collectively “Accella”), a specialty polyurethane platform, from Accella Performance Materials LLC, a subsidiary of Arsenal Capital Partners, for total consideration of $671.4 million, including a cash, working capital and indebtedness settlement, which was finalized in the first quarter of 2018. Accella offers a wide range of polyurethane products and solutions across a broad diversity of markets and applications. The Company funded the acquisition with borrowings from the Revolving Credit Facility (refer to Note 14 for subsequent refinancing transactions).

Accella contributed revenues of $434.1 million and an operating loss of $7.8 million for the year ended December 31, 2018, and revenues of $64.0 million and an operating loss of $9.0 million for the period from November 1, 2017, to December 31, 2017. The operating loss for the period from November 1, 2017, to December 31, 2017, includes $5.5 million of incremental cost of goods sold related to measuring inventory at fair value and $1.1 million of acquisition-related costs related primarily to professional fees. The results of operations of the acquired business are reported as part of the CCM segment.

The Accella amounts included in the pro forma financial information below are based on Accella’s historical results and therefore may not be indicative of the actual results if owned by Carlisle. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may actually have been required. Accordingly, pro forma information should not be relied upon as being indicative of the historical results that would have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future.

The unaudited combined pro forma financial information presented below includes revenues and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2016, based on the purchase price allocation presented below:

The pro forma financial information reflects adjustments to Accella's historical financial information to apply the Company's accounting policies and to reflect the additional depreciation and amortization related to the fair value adjustments of the acquired net assets of $10.8 million in 2017 and $8.5 million in 2016, together with the associated tax effects. Also, the pro forma financial information reflects costs of goods sold related to the fair valuation of inventory and acquisition-related costs described above as if they occurred in 2016.

The following table summarizes the consideration transferred to acquire Accella and the allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, 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 11/1/2017			Measurement Period Adjustments			As of 11/1/2018
Total cash consideration transferred	$	670.7		$	0.7		$	671.4
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	16.5		$	—		$	16.5
Receivables, net	66.8			—			66.8
Inventories	48.5			(1.0		)	47.5
Prepaid expenses and other current assets	0.9			—			0.9
Property, plant and equipment	59.6			3.2			62.8
Definite-lived intangible assets	240.0			(1.0		)	239.0
Other long-term assets	15.6			—			15.6
Accounts payable	(45.5		)	—			(45.5		)
Income tax payable	2.0			—			2.0
Accrued expenses	(23.2		)	9.5			(13.7		)
Other long-term liabilities	(15.6		)	—			(15.6		)
Deferred income taxes	(83.5		)	2.0			(81.5		)
Total identifiable net assets	282.1			12.7			294.8
Goodwill	$	388.6		$	(12.0	)	$	376.6

The goodwill recognized in the acquisition of Accella is attributable to expected synergies related to supply chain efficiencies and other administrative opportunities, in addition to opportunities for product line expansions. The Company acquired $68.5 million of gross contractual accounts receivable, of which $1.7 million was not expected to be collected at the date of acquisition. Goodwill of $19.7 million is tax deductible, primarily in the United States. All of the goodwill has been assigned to the CCM reporting unit which aligns with the CCM reportable segment. The $239.0 million value allocated to definite-lived intangible assets consists of $145.0 million of customer relationships with useful lives ranging from nine to 11 years, various acquired technologies of $66.0 million with useful lives ranging from three to 14 years and trade names of $28.0 million with useful lives ranging from four to 14 years. In accordance with the purchase agreement, Carlisle is indemnified for up to $25.0 million, and recorded an indemnification asset of $15.6 million in other long-term assets relating to the indemnification for a pre-acquisition income tax liability. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $81.5 million.

On July 3, 2017, the Company acquired 100% of the equity of Drexel Metals, Inc., (“Drexel Metals”) for total consideration of $55.8 million. Drexel Metals is a leading provider of architectural standing seam metal roofing systems for commercial, institutional and residential applications.

Drexel contributed revenues of $69.7 million and an operating income of $4.5 million for the year ended December 31, 2018, and revenues of $26.8 million and an operating loss of $0.2 million for the period from July 3, 2017, to December 31, 2017. The results of operations of the acquired business are reported within the CCM segment.

Consideration has been allocated to goodwill of $26.9 million, $19.0 million to definite-lived intangible assets, $10.4 million to indefinite-lived intangible assets, $8.8 million to inventory, $5.3 million to accounts receivable, $5.8 million to accounts payable and $10.8 million to deferred income and other taxes payable. Definite-lived intangible assets consist of customer relationships with an estimated useful life of nine years. Of the $26.9 million of goodwill, none is deductible for tax purposes. All of the goodwill was assigned to the CCM reporting unit, which aligns with the reportable segment.

On January 31, 2017, the Company acquired 100% of the equity of Arbo Holdings Limited (“Arbo”) for total consideration of GBP 9.1 million or $11.5 million, including the estimated fair value of contingent consideration of GBP 2.0 million or $2.5 million and a working capital settlement, which was finalized in the second quarter of 2017. Arbo is a provider of sealants, coatings and membrane systems used for waterproofing and sealing buildings and other structures.

Arbo contributed revenues of $19.5 million and an operating income of $1.4 million for the year ended December 31, 2018, and revenues of $14.0 million and operating income of $0.3 million for the period from January 31, 2017, to December 31, 2017. The results of operations of the acquired business are reported within the CCM segment.

Consideration has been allocated to goodwill of $4.7 million, $2.2 million to definite-lived intangible assets, $2.1 million to inventory, $1.6 million to indefinite-lived intangibles, $1.5 million to accounts receivable, $1.4 million to accounts payable and $1.4 million to deferred income and other taxes payable. Definite-lived intangible assets consist of customer relationships with an estimated useful life of 15 years. Of the $4.7 million of goodwill, $1.3 million is deductible for tax purposes. All of the goodwill was assigned to the CCM reporting unit, which aligns with the reportable segment.

On October 3, 2016, the Company acquired 100% of the equity of Star Aviation, Inc. (“Star Aviation”), for total consideration of $82.7 million. Star Aviation is a provider of design and engineering services, testing and certification work and manufactured products for in-flight connectivity applications on commercial, business and military aircraft.

The following table summarizes the consideration transferred to acquire Star Aviation and the preliminary allocation and measurement period adjustments to arrive at the final allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, 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 10/3/2016			Measurement Period Adjustments			As of 9/30/2017
Total consideration transferred	$	82.7		$	—		$	82.7
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	0.3		$	—		$	0.3
Receivables	5.9			(0.1		)	5.8
Inventories	3.1			(0.2		)	2.9
Prepaid expenses and other current assets	0.1			—			0.1
Property, plant and equipment	3.3			(0.3		)	3.0
Definite-lived intangible assets	29.0			—			29.0
Accounts payable	(1.3		)	0.2			(1.1		)
Accrued expenses	(0.8		)	0.1			(0.7		)
Total identifiable net assets	39.6			(0.3		)	39.3
Goodwill	$	43.1		$	0.3		$	43.4

The valuation of property, plant and equipment and intangible assets is final as of September 30, 2017. The goodwill recognized in the acquisition of Star Aviation is attributable to its experienced workforce, expected operational improvements through implementation of the COS, opportunities for product line expansions in addition to supply chain efficiencies and other administrative opportunities and the significant strategic value of the business to Carlisle. Goodwill of $43.4 million is deductible for tax purposes in the U.S. All of the goodwill was assigned to the CIT reporting unit which aligns with the reportable segment. The $29.0 million value allocated to definite-lived intangible assets consists of $23.9 million of customer relationships with useful lives ranging from five to 10 years, various acquired technologies of $4.7 million with useful a useful life of six years and a non-compete agreement of $0.4 million with a useful life of five years.

On June 10, 2016, the Company acquired 100% of the equity of Micro-Coax, Inc. and Kroll Technologies, LLC, (collectively “Micro-Coax”) for total consideration of $96.6 million. The acquired business is a provider of high-performance, high frequency coaxial wire and cable and cable assemblies to the defense, satellite, test and measurement and other industrial markets.

The following table summarizes the consideration transferred to acquire Micro-Coax and the preliminary allocation and measurement period adjustments to arrive at the final allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, 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 6/10/2016			Measurement Period Adjustments			As of 6/30/2017
Total consideration transferred	$	97.3		$	(0.7	)	$	96.6
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	1.5		$	—		$	1.5
Receivables	6.3			—			6.3
Inventories	8.6			—			8.6
Prepaid expenses and other current assets	0.4			(0.1		)	0.3
Property, plant and equipment	30.0			(14.0		)	16.0
Definite-lived intangible assets	31.5			(5.0		)	26.5
Indefinite-lived intangible assets	2.0			(2.0		)	—
Other long-term assets	1.0			—			1.0
Accounts payable	(1.7		)	—			(1.7		)
Accrued expenses	(2.4		)	(0.1		)	(2.5		)
Total identifiable net assets	77.2			(21.2		)	56.0
Goodwill	$	20.1		$	20.5		$	40.6

The valuation of property, plant and equipment and intangible assets is final as of June 30, 2017. The goodwill recognized in the acquisition of Micro-Coax is attributable to its experienced workforce, expected operational improvements through implementation of the COS, opportunities for product line expansions in addition to supply chain efficiencies and other administrative opportunities and the significant strategic value of the business to Carlisle. Goodwill of $40.6 million is deductible for tax purposes in the U.S. All of the goodwill was assigned to the CIT reporting unit which aligns with the reportable segment. The $26.5 million value allocated to definite-lived intangible assets consists of $14.5 million of customer relationships with a useful life of 12 years, various acquired technologies of $10.6 million with a useful life of seven years, an amortizable trade name of $0.9 million with a useful life of 10 years and a non-compete agreement of $0.5 million with a useful life of three years.

On February 19, 2016, the Company acquired 100% of the equity of MS Oberflächentechnik AG (“MS Powder”), a Swiss-based developer and manufacturer of powder coating systems and related components, for total consideration of CHF 12.3 million, or $12.4 million, including the estimated fair value of contingent consideration of CHF 4.3 million, or $4.3 million.