ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Annual report pursuant to Section 13 and 15(d)

Note 3 - Business Combinations and Acquisitions

v3.22.0.1
Note 3 - Business Combinations and Acquisitions
12 Months Ended
Dec. 31, 2021
Notes to Financial Statements Ìý
Business Combination Disclosure [Text Block]

3. BUSINESS COMBINATIONS AND ACQUISITIONSÌý

Ìý

A cquisition of GabrielÌý P erformance P roducts

Ìý

On January 15, 2021, we completed the Gabriel AcquisitionÌýfrom 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 in 2021 and were recorded in other operating income, net in our 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

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 23 Ìý

Property, plant and equipment

Ìý Ìý 50 Ìý

Intangible assets

Ìý Ìý 96 Ìý

Goodwill

Ìý Ìý 87 Ìý

Accounts payable

Ìý Ìý (7 )

Accrued liabilities

Ìý Ìý (3 )

Deferred income taxes

Ìý Ìý (17 )

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 liabilitiesÌýand deferred taxes. As a result of a preliminary valuation of the assets and liabilities, reallocations were made in certain inventory, property, plant and equipment, intangible asset, goodwill, accrued liability and deferred tax balances. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, technology andÌýtrade secrets, which are being amortized over a period of 15 years. 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 estimate that we acquired $94 million of goodwill that will be deductible for income tax purposes, but that amountÌýis still being assessed. It is possible that changes to this preliminary allocation of acquisition cost could occur.

The acquired business had revenues and net income of $106Ìýmillion and $3Ìýmillion, respectively, for the period from the date of acquisition to December 31, 2021.

Acquisition of CVC Thermoset Specialties

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, 2020Ìýand were recorded in other operating (income) expense, net in our consolidated statements of operations.

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

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

Ìý

On February 20, 2020, we completed the Icynene-Lapolla Acquisition, a leading North American manufacturer and distributor of spray polyurethane foam insulation systems for residential and commercial applications. 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, 2020Ìýand 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 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 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

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

Ìý

PRO FORMA INFORMATION FOR ACQUISITIONSÌý

Ìý

If the Gabriel Performance Products Acquisition, the CVC Thermoset Specialties Acquisition and the Icynene-Lapolla Acquisition were to have occurred on January 1, 2020, 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

2021(1)

Ìý Ìý

2020

Ìý

Revenues

Ìý $ 8,457 Ìý Ìý $ 6,180 Ìý

Net income

Ìý Ìý 1,092 Ìý Ìý Ìý 1,054 Ìý

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

Ìý Ìý 1,033 Ìý Ìý Ìý 1,022 Ìý

Ìý

Ìý

Ìý Ìý

Pro forma (unaudited)

Ìý
Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2021(1)

Ìý Ìý

2020

Ìý

Revenues

Ìý $ 8,457 Ìý Ìý $ 6,180 Ìý

Net income

Ìý Ìý 1,095 Ìý Ìý Ìý 1,055 Ìý

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

Ìý Ìý 1,036 Ìý Ìý Ìý 1,023 Ìý

(1)

Includes pro forma information for the Gabriel Acquisition only.

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 14. 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

Ìý
Ìý Ìý

December 31, 2019

Ìý

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

Ìý $ 562 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 )

Net transfers to noncontrolling interest

Ìý Ìý (11 )

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

Ìý $ 551 Ìý

Ìý

Ìý Ìý

Year ended

Ìý
Ìý Ìý

December 31, 2019

Ìý

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

Ìý $ 551 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 )

Net transfers to noncontrolling interest

Ìý Ìý (11 )

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

Ìý $ 540 Ìý

Ìý