ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Quarterly report pursuant to Section 13 or 15(d)

Note 3 - Business Combinations and Acquisitions

v3.21.2
Note 3 - Business Combinations and Acquisitions
6 Months Ended
Jun. 30, 2021
Notes to Financial Statements Ìý
Business Combination Disclosure [Text Block]

3. BUSINESS COMBINATIONS AND ACQUISITIONS

Ìý

Acquisition ofÌýgaBRIEL Performance Products

Ìý

On January 15, 2021, we completed theÌýacquisition ofÌýGabriel Performance Products, a North American specialty chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets (“Gabriel Acquisitionâ€�), from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $251Ìýmillion, subject to customary closing adjustments. The purchase price wasÌýfunded from available liquidity, and the acquired business is being integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately $2Ìýmillion for the six months ended June 30, 2021 and were recorded in other operating income, net in our condensed consolidated statements of operations.

Ìý

WeÌýaccounted for the Gabriel AcquisitionÌýusing 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 Gabriel Acquisition

Ìý $ 251 Ìý
Ìý Ìý Ìý Ìý Ìý

Cash

Ìý $ 9 Ìý

Accounts receivable

Ìý Ìý 13 Ìý

Inventories

Ìý Ìý 26 Ìý

Property, plant and equipment

Ìý Ìý 23 Ìý

Intangible assets

Ìý Ìý 16 Ìý

Goodwill

Ìý Ìý 174 Ìý

Accounts payable

Ìý Ìý (7 )

Accrued liabilities

Ìý Ìý (2 )

Deferred income taxes

Ìý Ìý (1 )

Total fair value of net assets acquired

Ìý $ 251 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, technology andÌýtrade secrets. 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 in our Advanced Materials specialty portfolio and synergies. We expect that a portion of the estimated goodwill arising from the acquisition will be deductible for income tax purposes, but the amount is still being assessed. 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 $51Ìýmillion and $8Ìýmillion, respectively, for the period from the date of acquisition to June 30, 2021.

Ìý

Acquisition of CVC Thermoset Specialties

�

On May 18, 2020, we completed our acquisition of CVC Thermoset Specialties, a North American specialty chemical manufacturer serving the industrial composites, adhesives and coatings markets (“CVC Thermoset Specialties Acquisitionâ€�). 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 was integrated into our Advanced Materials segment.Ìý

Ìý

We 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 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

�

Intangible assets acquired consist primarily of trademarks, trade secrets and customer relationships, which are predominantlyÌýbeing amortized over a period of 20 years. The goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials specialty portfolio and synergies. None of the goodwill arising from the acquisition is deductible for income tax purposes.Ìý

Ìý

Acquisition of Icynene-Lapolla

�

On February 20, 2020, we completed our acquisition of Icynene-Lapolla, a leading North American manufacturer and distributor of spray polyurethane foam insulation systems for residential and commercial applications (“Icynene-Lapolla Acquisitionâ€�). We acquired the business from an affiliate of FFL Partners, LLCÌýfor $353 million in an all-cash transaction funded from available liquidity. The acquired business wasÌýintegrated into our Polyurethanes segment.Ìý

Ìý

We 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 allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):

�

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 2 Ìý

Property, plant and equipment

Ìý Ìý 9 Ìý

Intangible assets

Ìý Ìý 130 Ìý

Goodwill

Ìý Ìý 167 Ìý

Other noncurrent assets

Ìý Ìý 4 Ìý

Accounts payable

Ìý Ìý (14 )

Accrued liabilities

Ìý Ìý (11 )

Deferred income taxes

Ìý Ìý (9 )

Total fair value of net assets acquired

Ìý $ 353 Ìý

�

As a result of the finalÌývaluation of the assets and liabilities, reallocations were made during the first quarter of 2021 in certain current asset and liability, property, plant and equipment, intangible asset, goodwill, other noncurrent assets and deferred tax balances. Intangible assets acquired consist primarily of trademarks, trade secrets and customer relationships, which are predominantly being amortized over a period of 10 years. The goodwill recognized is attributable primarily to projected future profitable growth, penetration into downstream markets and synergies. None of the goodwill arising from the acquisition is deductible for income tax purposes.Ìý

�

PRO FORMA INFORMATION FOR ACQUISITIONS

Ìý

If the Gabriel Acquisition, CVC Thermoset Specialties Acquisition and the Icynene-Lapolla Acquisition were to have occurred on January 1, 2020, the following estimated pro forma revenues, net (loss) income, net (loss) income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International would have been reported (dollars in millions):

�

Ìý Ìý

Three months

Ìý Ìý

Six months

Ìý
Ìý Ìý

ended

Ìý Ìý

ended

Ìý
Ìý Ìý

June 30,

Ìý Ìý

June 30,

Ìý
Ìý Ìý

2020

Ìý Ìý

2021(1)

Ìý Ìý

2020

Ìý

Revenues

Ìý $ 1,276 Ìý Ìý $ 3,865 Ìý Ìý $ 2,951 Ìý

Net (loss) income

Ìý Ìý (64 ) Ìý Ìý 260 Ìý Ìý Ìý 641 Ìý

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

Ìý Ìý (67 ) Ìý Ìý 227 Ìý Ìý Ìý 635 Ìý

�

Ìý

Ìý Ìý

Three months

Ìý Ìý

Six months

Ìý
Ìý Ìý

ended

Ìý Ìý

ended

Ìý
Ìý Ìý

June 30,

Ìý Ìý

June 30,

Ìý
Ìý Ìý

2020

Ìý Ìý

2021(1)

Ìý Ìý Ìý 2020 Ìý

Revenues

Ìý $ 1,276 Ìý Ìý $ 3,865 Ìý Ìý $ 2,951 Ìý

Net (loss) income

Ìý Ìý (64 ) Ìý Ìý 263 Ìý Ìý Ìý 640 Ìý

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

Ìý Ìý (67 ) Ìý Ìý 230 Ìý Ìý Ìý 634 Ìý

Ìý


(1)

Includes pro forma information for the Gabriel Acquisition only.

Ìý