ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Annual report pursuant to Section 13 and 15(d)

Note 3 - Business Combinations and Acquisitions

v3.20.4
Note 3 - Business Combinations and Acquisitions
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements Ìý
Business Combination Disclosure [Text Block]

3. BUSINESS COMBINATIONS AND ACQUISITIONS

Ìý

Acquisition of CVC Thermoset Specialties

Ìý

On May 18, 2020, we completed theÌýCVC Thermoset Specialties Acquisition, a North American specialty chemical manufacturer serving the industrial composites, adhesives and coatings markets. We acquired the business for $304Ìýmillion from Emerald Performance Materials LLC, which is majority owned by affiliates of American Securities LLC, in an all-cash transaction funded from available liquidity. The acquired business is being integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately $5Ìýmillion for the year ended December 31, 2020,Ìýand were recorded in other operating (income) expense, net in our consolidated statements of operations.

Ìý

We have accounted for the CVC Thermoset Specialties Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The preliminary allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):

Ìý

Fair value of assets acquired and liabilities assumed:

Ìý Ìý Ìý Ìý

Cash paid for the CVC Thermoset Specialties Acquisition

Ìý $ 304 Ìý
Ìý Ìý Ìý Ìý Ìý

Accounts receivable

Ìý $ 12 Ìý

Inventories

Ìý Ìý 37 Ìý

Property, plant and equipment

Ìý Ìý 67 Ìý

Intangible assets

Ìý Ìý 117 Ìý

Goodwill

Ìý Ìý 120 Ìý

Accounts payable

Ìý Ìý (7 )
Accrued liabilities Ìý Ìý (1 )

Deferred income taxes

Ìý Ìý (41 )

Total fair value of net assets acquired

Ìý $ 304 Ìý

Ìý

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, primarily relating to theÌýfinal valuation of intangible assets and deferred taxes. As a result of this preliminary valuation of the assets and liabilities, reallocations were made in certain inventory, property, plant and equipment, intangible asset, goodwill and deferred tax balances during the fourth quarter of 2020. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, trade secrets and customer relationships, which are predominantlyÌýbeing amortized over a period of 20 years.ÌýFor purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost over the estimated preliminary fair value to goodwill. The estimated goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials specialty portfolio and synergies. We expect that none of the estimated goodwill arising from the acquisition will be deductible for income tax purposes. It is possible that material changes to this preliminary allocation of acquisition cost could occur.

Ìý

The acquired business had revenues and net loss of $43Ìýmillion and $6Ìýmillion, respectively, for the period from the date of acquisition to December 31, 2020.

Ìý

Acquisition of Icynene-Lapolla

Ìý

On February 20, 2020, we completed the Icynene-Lapolla Acquisition. We acquired the business from an affiliate of FFL Partners, LLC for $353 million in an all-cash transaction funded from available liquidity. The acquired business was integrated into our Polyurethanes segment. Transaction costs related to this acquisition were approximately $14Ìýmillion for the year ended December 31, 2020, and were recorded in other operating (income) expense, net in our consolidated statements of operations.

Ìý

We have accounted for the Icynene-Lapolla Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The preliminary allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):

Ìý

Fair value of assets acquired and liabilities assumed:

Ìý Ìý Ìý Ìý

Cash paid for the Icynene-Lapolla Acquisition

Ìý $ 353 Ìý
Ìý Ìý Ìý Ìý Ìý

Cash

Ìý $ 7 Ìý

Accounts receivable

Ìý Ìý 36 Ìý

Inventories

Ìý Ìý 32 Ìý

Prepaid expenses and other current assets

Ìý Ìý 1 Ìý

Property, plant and equipment

Ìý Ìý 7 Ìý

Intangible assets

Ìý Ìý 165 Ìý

Goodwill

Ìý Ìý 139 Ìý

Other noncurrent assets

Ìý Ìý 3 Ìý

Accounts payable

Ìý Ìý (13 )

Accrued liabilities

Ìý Ìý (10 )

Deferred income taxes

Ìý Ìý (14 )

Total fair value of net assets acquired

Ìý $ 353 Ìý

Ìý

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of certain liabilities, property, plant and equipment, intangible assets, leases and deferred taxes. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, trade secrets and customer relationships. The applicable amortization periods are still being assessed. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost over the estimated preliminary fair value to goodwill. The estimated goodwill recognized is attributable primarily to projected future profitable growth, penetration into downstream markets and synergies. We expect that none of the estimated goodwill arising from the acquisition will be deductible for income tax purposes. It is possible that material changes to this preliminary allocation of acquisition cost could occur.

Ìý

The acquired business had revenues and net income of $199Ìýmillion and $12Ìýmillion, respectively, for the period from the date of acquisition to December 31, 2020.

Ìý

PRO FORMA INFORMATION FOR ACQUISITIONS OCCURRING IN 2020

Ìý

If the CVC Thermoset Specialties Acquisition and the Icynene-Lapolla Acquisition were to have occurred on January 1, 2019, the following estimated pro forma revenues, net income and net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International would have been reported (dollars in millions):

Ìý

Ìý Ìý

Pro Forma (Unaudited)

Ìý
Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2020

Ìý Ìý

2019

Ìý

Revenues

Ìý $ 6,080 Ìý Ìý $ 7,140 Ìý

Net income

Ìý Ìý 1,063 Ìý Ìý Ìý 616 Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

Ìý Ìý 1,031 Ìý Ìý Ìý 580 Ìý

Ìý

Ìý

Ìý Ìý

Pro Forma (Unaudited)

Ìý
Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2020

Ìý Ìý

2019

Ìý

Revenues

Ìý $ 6,080 Ìý Ìý $ 7,140 Ìý

Net income

Ìý Ìý 1,064 Ìý Ìý Ìý 605 Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International

Ìý Ìý 1,032 Ìý Ìý Ìý 569 Ìý

Ìý

Acquisition of Remaining Interest in Sasol-Huntsman Joint Venture

Ìý

On September 30, 2019, we acquired from Sasol, our former joint venture partner, the 50% noncontrolling interest that we did not own in the Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ maleic anhydride joint venture. We paid Sasol $101 million, which included acquired cash, net of any debt. The purchase price was funded from the 2019 Term Loan. See “Note 15. Debt—Direct and Subsidiary Debt—Term Loan Credit Facility.â€� In connection with this acquisition, we recorded an adjustment to additional paid-in capital, net of tax, of $11 million. Prior to acquiring the 50% noncontrolling interest that we did not own, we accounted for Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ as a variable interest entity. See “Note 8. Variable Interest Entities.â€�

Ìý

The effects of changes in our ownership interest in Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ on the equity attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International are as follows (dollars in millions):

Ìý

Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2019

Ìý Ìý

2018

Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation shareholders

Ìý $ 562 Ìý Ìý $ 337 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Decrease in ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation’s paid-in capital for purchase of 50% interest in Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Ìý Ìý (11 ) Ìý Ìý â€� Ìý

Net transfers to noncontrolling interest

Ìý Ìý (11 ) Ìý Ìý â€� Ìý

Change from net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation shareholders and transfers to noncontrolling interest

Ìý $ 551 Ìý Ìý $ 337 Ìý

Ìý

Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2019

Ìý Ìý

2018

Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International shareholders

Ìý $ 551 Ìý Ìý $ 323 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Decrease in ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International’s paid-in capital for purchase of 50% interest in Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Ìý Ìý (11 ) Ìý Ìý â€� Ìý

Net transfers to noncontrolling interest

Ìý Ìý (11 ) Ìý Ìý â€� Ìý

Change from net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International shareholders and transfers to noncontrolling interest

Ìý $ 540 Ìý Ìý $ 323 Ìý

Ìý

Acquisition of Demilec

Ìý

On April 23, 2018, we acquired 100% of the outstanding equity interests of Demilec (USA) Inc. and Demilec Inc. (collectively, "Demilec") for approximately $353 million, including working capital adjustments, in an all-cash transactionÌý("Demilec Acquisition"), which was funded from our Prior Credit Facility and our U.S. A/R Program. Demilec is a leading North American manufacturer and distributor of spray polyurethane foam formulations for residential and commercial applications. The acquired business was integrated into our Polyurethanes segment. Transaction costs charged to expense related to this acquisition were approximately $5 million in 2018Ìýand were recorded in other operating (income) expense, net in our consolidated statements of operations. The Demilec Acquisition was aligned with our stated strategy to grow our downstream polyurethanes business and leverage our global platform to expand Demilec’s portfolio of spray polyurethane foam formulations into international markets.

Ìý

We have accounted for the Demilec Acquisition using the acquisition method. As such, we determined the fair value of tangible and intangible assets acquired and liabilities assumed. The allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):

Ìý

Fair value of assets acquired and liabilities assumed:

Ìý Ìý Ìý Ìý

Cash paid for the Demilec Acquisition

Ìý $ 353 Ìý
Ìý Ìý Ìý Ìý Ìý

Cash

Ìý $ 1 Ìý

Accounts receivable

Ìý Ìý 31 Ìý

Inventories

Ìý Ìý 23 Ìý

Prepaid expenses and other current assets

Ìý Ìý 1 Ìý

Property, plant and equipment

Ìý Ìý 21 Ìý

Intangible assets

Ìý Ìý 177 Ìý

Goodwill

Ìý Ìý 140 Ìý

Accounts payable

Ìý Ìý (16 )

Accrued liabilities

Ìý Ìý (3 )

Deferred income taxes

Ìý Ìý (22 )

Total fair value of net assets acquired

Ìý $ 353 Ìý

Ìý

Ìý

Intangible assets acquired consist primarily of trademarks, trade secrets and customer relationships, all of which are being amortized over 15 years. We have assigned any excess of the acquisition cost of the fair values to goodwill. During the third quarter of 2018, we received $4 million related to the settlement of certain purchase price adjustments. The goodwill recognized is attributable primarily to projected future profitable growth, penetration into downstream markets and synergies.

Ìý

The acquired business had revenues and net income of $142 million and $5 million, respectively, for the period from the date of acquisition to December 31, 2018.

Ìý

If this acquisition were to have occurred on January 1, 2018, the following estimated pro forma revenues, net income, net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International and income per share for ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation would have been reported (dollars in millions):

Ìý

Ìý

Ìý Ìý

Pro Forma (Unaudited)

Ìý
Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2018

Ìý

Revenues

Ìý $ 7,662 Ìý

Net income

Ìý Ìý 639 Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

Ìý Ìý 326 Ìý

Ìý

Ìý Ìý

Pro Forma (Unaudited)

Ìý
Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2018

Ìý

Revenues

Ìý $ 7,662 Ìý

Net income

Ìý Ìý 625 Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International

Ìý Ìý 312 Ìý

Ìý