Subsequent Events

As noted in Note 9, the Company used part of the proceeds of the 5.75% Senior Notes to redeem the $200.0 million of 7.125% Senior Fixed Rate Notes that were to mature in April 2017. On October 12, 2012, the Company completed the redemption of the 7.125% Senior Fixed Rate Notes and repaid the principal, a redemption premium and interest totaling $207.6 million.

On October 15, 2012, the Company repaid the $10.6 million of the 1.00% Senior Convertible Notes outstanding and those obligations have been retired.

In December 2012, the Company's Canadian subsidiaries became were released as guarantors under certain of the Company's notes due to amendments to the Company's Revolving Credit Facility. This change will be reflected in the Company's 2012 Form 10-K.

The Company completed the following acquisitions after the balance sheet date, September 28, 2012. The acquisitions have no effect on the condensed consolidated financial statements as of or for the three or nine months ended September 28, 2012:

Productoria de Cables Procables S.A.S. (“Procables”)

On October 1, 2012, the Company acquired 60% of Procables from the existing shareholders (the “Seller” or “Minority Shareholder”) who maintained control of the remaining 40% of the shares for $27.4 million which was retained by the Company of which $24.0 million was used to pay down the assumed existing debt of $48.1 million. For a 36-month period commencing on the expiration of the no-transfer period of four years, the Minority Shareholder may exercise a put option to sell all of their shares, 40% of the shares, to the Company. The Company shall be irrevocably obligated to purchase the shares ("Put Option"). In addition, the Company has a call option ("Call Option") to purchase the additional 40% of the shares. For a 36-month period commencing on the expiration of the no-transfer period of four years, the Company may exercise a Call Option right to purchase all of the Sellers' shares (the remaining 40%). The consideration to be exchanged, per share in the event of a Put Option or Call Option shall be the higher of the following (1) the final per share purchase price; or (2) a price per Share based on the Company's enterprise value equal to seven times the average of its earnings before interest, taxes, depreciation and amortization (“EBITDA”) over the two most recently audited year-end financial statements immediately prior to the option being exercised, minus the 12-month average Net Indebtedness of the Company for the most recent audited fiscal year (“EBITDA average”). The Company expensed $0.6 million in fees and expenses related to the acquisition, reported within SG&A.

Procables employs over 500 employees, through its two manufacturing facilities in Bogota and Barranquilla in ROW, and offers a broad range of wire and cable products, including low and medium voltage power cables, building wire, industrial, communications, and bare aluminum conductors as well as operating copper and aluminum rod mills. The acquisition of Procables is expected to enhance the Company's presence in the Andean Region, create synergies, increase production capacity and complement the Company's current investments in ROW. In 2011, the last full year before the acquisition, Procables reported revenues of $120 million. Procables will be consolidated in the ROW operating segment.

The following table represents a preliminary purchase price allocation based on the estimated fair values, or other measurements as applicable, of the assets acquired and the liabilities assumed, in millions:



	October 1, 2012
Cash	$	28.8
Accounts receivable ⁽¹⁾	28.2
Inventories	19.3
Property, plant and equipment	27.0
Intangible assets	10.6
Goodwill	3.7
Other current and noncurrent assets	4.4
Total assets	$	122.0
Current liabilities	$	67.8
Other liabilities	8.5
Total liabilities	$	76.3
Redeemable noncontrolling interest	$	18.3

(1) Accounts receivable is gross contractual value. As of the acquisition date, the fair value of accounts receivable approximated carrying value.

The primary factor which contributed to an acquisition price in excess of the fair value of net assets acquired and the establishment of goodwill was the strategy to enhance the Company's presence in this strategically important market in the Andean Region further solidifying the Company's geographic coverage throughout the Americas which is one of the most extensive in the wire and cable industry. The resulting goodwill is not amortizable for tax purposes.

The amount of net sales and operating loss included in the Company's actual consolidated results of operations from the acquisition of Procables were $33.2 million and $0.4 million, respectively, for the year ended December 31, 2012.

Prestolite Wire, LLC ("Prestolite")

On November 2, 2012, the Company acquired "Prestolite" for $59.5 million. The operations include two manufacturing locations in Paragould, Arkansas and Nogales, Mexico. The Company expensed $0.6 million in fees and expenses related to the acquisition, reported within SG&A.

Through its manufacturing facilities in the United States and Mexico the business offers a broad range of wire and cable and wire harness products serving predominately transportation OEMs, tier 1 wire harness manufacturers and distribution customers. Prestolite employs over 700 employees. In 2011, the last full year before the acquisition, Prestolite reported revenues of $170 million. Prestolite will be consolidated in the North American operating segment.



	November 2, 2012
Cash	$	0.7
Accounts receivable ⁽¹⁾	22.7
Inventories	17.3
Property, plant and equipment	24.6
Intangible assets	11.7
Goodwill	7.8
Other current and noncurrent assets	2.0
Total assets	$	86.8
Current liabilities	$	20.1
Other liabilities	7.2
Total liabilities	$	27.3

(1) Accounts receivable is gross contractual value. As of the acquisition date, the fair value of accounts receivable approximated carrying value.

The primary factors that contributed to the acquisition price in excess of the fair value of net assets acquired and the establishment of goodwill were the Company's ability to strategically grow its business with existing customers to capitalize on greater opportunities to offer existing products to new markets, and strengthening of its market strategies for both new and existing specialty industrial OEM and distribution customers. A portion of the goodwill is amortizable for tax purposes.

The amount of net sales and operating income included in the Company's actual consolidated results of operations from the acquisition of Prestolite were $27.5 million and $0.9 million, respectively, for the year ended December 31, 2012.

Alcan Cable China

On December 3, 2012, the Company completed the acquisition of the Chinese business of Alcan Cable ("Alcan Cable China"), a related business of Alcan Cable North America, for $57.7 million . The Company expensed $1.1 million in fees and expenses related to the acquisition, reported within SG&A. The final purchase price is subject to further customary adjustments primarily related to working capital levels.

Alcan Cable China employs over 300 employees in China and is expected to create synergies, expand the range of product offerings, increase production capacity and complement the Company's current investment in China. In 2011, the last full year before the acquisition, Alcan Cable China reported net sales of approximately $65 million. Alcan Cable China will be consolidated in the ROW operating segment.



	December 3, 2012
Cash	$	8.4
Accounts receivable⁽¹⁾	8.5
Inventories	20.5
Property, plant and equipment	58.8
Intangible assets	—
Goodwill	—
Other current and noncurrent assets	0.2
Total assets	$	96.4
Current liabilities	$	18.6
Other liabilities	20.1
Total liabilities	$	38.7

(1) Accounts receivable is gross contractual value. As of the acquisition date, the fair value of accounts receivable approximated carrying value.

The amount of net sales and operating income included in the Company's actual consolidated results of operations from the acquisition of Alcan Cable China were $6.7 million and $0.3 million, respectively, for the year ended December 31, 2012.

The Company has not yet finalized portions of the valuation of tangible and intangible property and certain deferred tax assets and liabilities for the aforementioned acquisitions; however, the impact of any subsequent adjustments is expected to be immaterial to the Company's Consolidated Statement of Operations and Comprehensive Income (Loss), Consolidated Balance Sheets and Consolidated Statements of Cash Flows.

The Venezuelan government announced the official exchange rate of its currency would be adjusted from 4.3 BsF per U.S. dollar to 6.3 BsF per U.S. dollar, effective February 13, 2013. In addition, Venezuelan officials announced that they would be discontinuing the SITME system. The Company believes that the new official rate of 6.3 bolivars to one USD will be the rate that the Company will be allowed to use to repatriate cash from Venezuela. While the Company continues to evaluate the impact of these actions by the Venezuelan government these actions are expected to result in a one-time charge in the first quarter of 2013 primarily related to the Company's remeasurement of its local balance sheet on the date of the devaluation. The non-recurring pre-tax charge in the first quarter of 2013 is expected to be in the range of $42 million which will be recorded as other expense. There was no impact to the Company's 2012 results of operations or cash flows.