Recent Transactions

9 Months Ended

Sep. 30, 2015

Business Combinations [Abstract]

Recent Transactions

Recent Transactions

Remy International, Inc.

On July 13, 2015, the Company announced that it had entered into a definitive agreement to acquire Remy for $29.50 per share in cash, which implies an enterprise value of Remy of approximately $1.2 billion. Remy is a global market leading producer of rotating electrical components with key technologies and operations in 10 countries.  This acquisition is expected to strengthen the Company’s position in the rapidly developing powertrain electrification trend.  As of December 31, 2014, Remy employed approximately 6,600 people and, for the fiscal year, generated net sales of approximately $1.2 billion.  The transaction is expected to close in the fourth quarter of 2015 subject to certain customary terms and conditions, including a regulatory clearance.

BERU Diesel Start Systems Pvt. Ltd.

In January 2015, the Company completed the purchase of the remaining 51% of BERU Diesel by acquiring the shares of its former joint venture partner. The former joint venture was formed in 1996 to develop and manufacture glow plugs in India. After this transaction, the Company owns 100% of the entity. The cash paid, net of cash acquired, was $12.6 million (783.1 million Indian rupees).

The operating results are reported within the Company's Engine reporting segment. The Company paid $12.6 million, which is recorded as an investing activity in the Company's Condensed Consolidated Statement of Cash Flows. As a result of this transaction, the Company recorded a $10.8 million gain on the previously held equity interest in this joint venture. Additionally, the Company acquired assets of $16.0 million, including $11.2 million in definite-lived intangible assets, and assumed liabilities of $4.6 million. The Company also recorded $13.9 million of goodwill, which is expected to be non-deductible for tax purposes.

Gustav Wahler GmbH u. Co KG

On February 28, 2014, the Company acquired 100% of the equity interests in Gustav Wahler GmbH u. Co. KG and its general partner ("Wahler"). Wahler was a producer of exhaust gas recirculation ("EGR") valves, EGR tubes and thermostats, and had operations in Germany, Brazil, the U.S., China and Slovakia. The cash paid, net of cash acquired was $110.5 million (80.1 million Euro).

The operating results and assets are reported within the Company's Engine reporting segment as of the date of the acquisition. The Company paid $110.5 million, which is recorded as an investing activity in the Company's Condensed Consolidated Statement of Cash Flows. Additionally, the Company assumed retirement-related liabilities of $3.2 million and assumed debt of $40.3 million, which are reflected in the supplemental cash flow information on the Company's Condensed Consolidated Statement of Cash Flows.

The following table summarizes the aggregated estimated fair value of the assets acquired and liabilities assumed on February 28, 2014, the date of acquisition:

(in millions)
Receivables, net	$	52.4
Inventories, net	46.8
Property, plant and equipment, net	55.3
Goodwill	74.6
Other intangible assets	42.7
Other assets and liabilities	(47.4		)
Accounts payable and accrued expenses	(70.4		)
Total consideration, net of cash acquired	154.0
Less: Assumed retirement-related liabilities	3.2
Less: Assumed debt	40.3
Cash paid, net of cash acquired	$	110.5

In connection with the acquisition, the Company capitalized $24.9 million for customer relationships, $10.2 million for know-how, $4.1 million for patented technology and $3.5 million for the Wahler trade name. These intangible assets will be amortized over a period of 5 to 15 years. The income approach was used to determine the fair value of all intangible assets. Additionally, $56.9 million in goodwill is non-deductible for tax purposes.