Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATION AND ACQUISITIONS

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BUSINESS COMBINATION AND ACQUISITIONS
9 Months Ended
Sep. 30, 2019
BUSINESS COMBINATION AND ACQUISITIONS  
BUSINESS COMBINATION AND ACQUISITIONS

3. BUSINESS COMBINATION AND ACQUISITIONS

Acquisition of Demilec

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 transaction (“Demilec Acquisition”), which was funded from our previous $650 million senior secured revolving credit facility (the “Prior Credit Facility”) and our U.S. accounts receivable securitization program (“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 $3 million for the nine months ended September 30, 2018. 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.

We have accounted for the Demilec 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:

Cash paid for the Demilec Acquisition in Q2 2018

$

357

Purchase price adjustment received in Q3 2018

(4)

Net acquisition cost

$

353

Cash

$

1

Accounts receivable

31

Inventories

23

Prepaid expenses and other current assets

1

Property, plant and equipment, net

21

Intangible assets

177

Goodwill

140

Accounts payable

(16)

Accrued liabilities

(3)

Deferred income taxes

(22)

Other noncurrent liabilities

Total fair value of net assets acquired

$

353

As a result of a preliminary valuation of the assets and liabilities, reallocations were made during 2018 in certain property, plant and equipment, intangible asset, goodwill and deferred tax balances. As a result of the finalization of the valuation of the assets and liabilities, additional reallocations were made in 2019 in certain goodwill, other noncurrent liabilities and deferred tax balances. 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.

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

Pro Forma (Unaudited)

Nine months

ended

September 30, 2018

Revenues

$

5,841

Net income

954

Net income attributable to Huntsman Corporation

666

Income per share:

Basic

2.79

Diluted

2.74

Pro Forma (Unaudited)

Nine months

ended

September 30, 2018

Revenues

$

5,841

Net income

945

Net income attributable to Huntsman International

657

Acquisition of Remaining Interest in Sasol-Huntsman Joint Venture

On September 30, 2019, we acquired from Sasol, our joint venture partner, the 50% noncontrolling interest that we did not own in the Sasol-Huntsman maleic anhydride joint venture. We paid Sasol $100 million, which included acquired cash, net of any debt, and is subject to customary post-closing adjustments. The purchase price was funded from a new 364-day term loan facility. See “Note 8. Debt—Direct and Subsidiary Debt—Term Loan Credit Facility.” In connection with this acquisition, we recorded an adjustment to additional paid-in capital, net of tax, of $6 million. Prior to acquiring the 50% noncontrolling interest that we did not own, we accounted for Sasol-Huntsman as a variable interest entity. See “Note 6. Variable Interest Entities.”

The effects of changes in our ownership interest in Sasol-Huntsman on the equity attributable to Huntsman Corporation and Huntsman International are as follows (dollars in millions):

Nine months

ended

September 30,

2019

2018

Net income attributable to Huntsman Corporation shareholders

$

259

$

677

Decrease in Huntsman Corporation’s paid-in capital for purchase of 50% interest in Sasol-Huntsman

(6)

Net transfers to noncontrolling interest

(6)

Change from net income attributable to Huntsman Corporation shareholders and transfers to noncontrolling interest

$

253

$

677

Nine months

ended

September 30,

2019

2018

Net income attributable to Huntsman International shareholders

$

250

$

668

Decrease in Huntsman International’s paid-in capital for purchase of 50% interest in Sasol-Huntsman

(6)

Net transfers to noncontrolling interest

(6)

Change from net income attributable to Huntsman International shareholders and transfers to noncontrolling interest

$

244

$

668