Acquisitions and Divestures Business Combinations (Notes)

3 Months Ended

Dec. 31, 2018

Business Combination Disclosure [Text Block]

cquisition of Krausz Industries

On December 3, 2018, we completed our acquisition of Krausz, a manufacturer of pipe couplings, grips and clamps with operations in the United States and Israel, for $136.2 million, net of cash acquired, including the assumption and simultaneous repayment of certain debt of $13.2 million. The purchase agreement provides for customary final adjustments, including a net working capital adjustment, which we expect to occur in 2019. Annual sales for Krausz in 2017 were approximately $43.0 million.

We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. The accounting for the business combination is based on currently available information and is considered preliminary. We have retained a third party valuation specialist to assist in our estimate of the fair value of acquired intangible assets and we have not yet received a preliminary valuation report and therefore have not yet completed that estimate. We expect the fair value of total intangibles acquired may be significantly more than our estimate for certain intellectual property intangibles, which is included below. In addition, we are gathering information about income taxes and deferred income tax assets and liabilities, accounts receivables, inventories, property, plant, and equipment, other current assets and current liabilities based on facts that existed as of the date of the acquisition. The final accounting for the business combination may differ materially from that presented in these unaudited consolidated statements.

The following is a summary of the preliminary estimated fair values of the net assets acquired (in millions):



Assets acquired, net of cash:
Receivables	$	8.8
Inventories	17.0
Other current assets	0.2
Property, plant and equipment	8.4
Intangible assets	9.9
Goodwill	101.5
Liabilities assumed ⁽¹⁾:
Accounts payable	(5.5		)
Other current liabilities	(2.8		)
Deferred income taxes	(1.3		)
Consideration paid	$	136.2

⁽¹⁾ Excludes certain debt assumed and immediately repaid of $13.2 million.

The preliminary estimated goodwill above is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition of Krausz and the workforce of the acquired businesses. The goodwill is nondeductible for income tax purposes.