Acquisitions & Divestitures |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions & Divestitures | Acquisitions & Divestitures Kito Crosby Acquisition On February 3, 2026, the Company completed its acquisition of and acquired 100% of the equity interest of Kito Crosby Limited ("Kito Crosby") from funds associated with the global investment firm Kohlberg Kravis Roberts & Co. (“KKR”) in an all-cash transaction valued at $2,811,907,000 (the “Kito Crosby Acquisition”). Kito Crosby is a global leader in lifting solutions with multiple manufacturing assembly plants and more than 4,000 employees serving over 50 countries. The Kito Crosby acquisition expands the Company’s scale in material handling solutions and strengthens its presence in attractive verticals and target geographies. The results of Kito Crosby included in the Company’s consolidated financial statements are Net sales and Loss from operations of $304,764,000 and $7,924,000, respectively, for the three months ended June 30, 2026. Kito Crosby’s Loss from operations for the period includes acquisition-related inventory amortization of $55,198,000, which has been included in Cost of products sold. The Company incurred acquisition integration and deal expenses in the amount of $17,796,000 for the three months ended June 30, 2026, in the Condensed Consolidated Statement of Operations, of which $1,070,000 has been recorded as part of Cost of products sold, $1,547,000 as part of Selling expenses, $15,120,000 as part of General and administrative expenses and $59,000 as a part of Research and development expenses. The Company funded the Kito Crosby Acquisition through borrowings of $900,000,000 in senior secured bonds, $1,650,000,000 in financing from a Term Loan B, and $800,000,000 of Series A Cumulative Convertible Participating Preferred Shares of the Company, par value $1.00 per share (the “Preferred Shares”) to CD&R XII Keystone Holdings, L.P., a Cayman Islands exempted limited partnership (the “CD&R Investor”). Additionally the Company refinanced its prior revolving credit facility increasing the maximum principal amount available to be borrowed to $500,000,000. Refer to Note 9 for additional information regarding the Company's debt. Terms of the Preferred Shares include a 7% coupon, payable in cash or payment-in-kind at the Company’s option, and a conversion price of $37.68, resulting in the CD&R Investor's as-converted ownership of approximately 43% of the Company following completion of the transaction. The CD&R Investor has agreed to a customary lock-up on its Preferred Shares. The Company has applied the acquisition method of accounting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805, "Business Combinations", and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition with the excess of consideration over the fair value of net assets acquired recorded as goodwill. The purchase price for the Kito Crosby Acquisition has been preliminarily allocated to the assets acquired and liabilities assumed as of the acquisition date. In determining the fair value of amounts related to the Kito Crosby acquisition, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being valued. The estimation of fair value required judgment related to projected revenue growth rates, EBITDA margins, discount rates, customer attrition rates, market comparisons and other factors. The Company is in the process of evaluating the preliminary purchase price allocation for the Kito Crosby Acquisition, including the valuation of identifiable intangible assets, goodwill, property, plant and equipment, tangible assets acquired, right-of-use lease assets and lease liabilities, asbestos and product liability obligations, and income taxes. The Company has estimated the preliminary fair values of assets acquired and liabilities assumed based on information currently available and will continue to adjust all of those estimates as additional information pertaining to events or circumstances present at the acquisition date becomes available during the measurement period. During the quarter ended June 30, 2026, the Company recognized adjustments to the purchase price allocation resulting in an increase to Goodwill for Kito Crosby by $2,654,000, related to the valuation of additional right of use lease assets and identification of other tangible assets during the three months ended June 30, 2026. The excess consideration of $934,528,000 has been preliminarily recorded as goodwill for the Kito Crosby reporting unit. The identifiable intangible assets acquired include customer relationships of $1,171,100,000, of which $1,100,200,000 relates to channel partner relationships, and trade names of $118,900,000. The weighted average life of the acquired identifiable intangible assets subject to amortization was estimated at 12.8 years at the time of acquisition. Goodwill generated as a result of the Kito Crosby Acquisition is not expected to be deductible for tax purposes. The preliminary assignment of purchase consideration to the assets acquired and liabilities assumed is as follows (in thousands):
Divestiture of U.S. Power Chain Hoist and Chain Manufacturing Operations On March 4, 2026, the Company completed the divestiture (the “Divestiture Agreement”) with Star Hoist Intermediate, LLC (“Star Hoist”), whereby the Company agreed to sell its of the U.S. power chain hoist and chain manufacturing operations based out of facilities located in Damascus, Virginia and Lexington, Tennessee and certain other assets (the “Divestiture Business”) to Star Hoist Intermediate, LLC (“Star Hoist”) (the “Divestiture”). The disposal group primarily included major classes of assets and liabilities, including property, plant and equipment, inventory, and related liabilities. The carrying amounts of these assets and liabilities were approximately $35,211,000 and $5,792,000, respectively, excluding an allocation of $51,252,000 of Rest of Products reporting unit goodwill to the Divestiture Business, and such assets and liabilities were derecognized upon closing and through subsequent adjustments. The Company recorded additional divestiture related expenses in the three months ended June 30, 2026 of $566,000.
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