Annual report pursuant to Section 13 and 15(d)

Note 3 - Business Combinations and Acquisitions

v3.22.4
Note 3 - Business Combinations and Acquisitions
12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

3. BUSINESS COMBINATIONS AND ACQUISITIONS 

 

Acquisition of GABRIEL Performance Products

 

On January 15, 2021, we completed the acquisition of Gabriel Performance Products, a North American specialty chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets (the “Gabriel Acquisition”), from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $251 million. The purchase price was funded from available liquidity, and the acquired business has been integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately $2 million in 2021 and were recorded in other operating income, net in our consolidated statements of operations.

 

We accounted for the Gabriel 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 Gabriel Acquisition

  $ 251  
         

Cash

  $ 9  

Accounts receivable

    13  

Inventories

    23  

Property, plant and equipment

    50  

Intangible assets

    96  

Goodwill

    87  

Accounts payable

    (7 )

Accrued liabilities

    (3 )

Deferred income taxes

    (17 )

Total fair value of net assets acquired

  $ 251  

 

The valuation was finalized during the first quarter of 2022. Intangible assets acquired included in this allocation consist of trademarks, technology and trade secrets, which are being amortized over a period of 15 years. The goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials specialty portfolio and synergies. We acquired approximately $94 million of goodwill that will be deductible for income tax purposes.

 

Acquisition of CVC Thermoset Specialties

 

On May 18, 2020, we completed the CVC Thermoset Specialties Acquisition, a North American specialty chemical manufacturer serving the industrial composites, adhesives and coatings markets. We acquired the business for $304 million 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 $5 million for the year ended December 31, 2020 and were recorded in other operating income, 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):

 

Fair value of assets acquired and liabilities assumed:

       

Cash paid for the CVC Thermoset Specialties Acquisition

  $ 304  
         

Accounts receivable

  $ 12  

Inventories

    37  

Property, plant and equipment

    67  

Intangible assets

    117  

Goodwill

    120  

Accounts payable

    (7 )

Accrued liabilities

    (1 )

Deferred income taxes

    (41 )

Total fair value of net assets acquired

  $ 304  

 

Intangible assets acquired consist primarily of trademarks, trade secrets and customer relationships, which are predominantly being 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.

 

Acquisition of Icynene-Lapolla

 

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 $14 million for the year ended December 31, 2020 and were recorded in other operating income, net in our consolidated statements of operations.

 

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):

 

Fair value of assets acquired and liabilities assumed:

       

Cash paid for the Icynene-Lapolla Acquisition

  $ 353  
         

Cash

  $ 7  

Accounts receivable

    36  

Inventories

    32  

Prepaid expenses and other current assets

    2  

Property, plant and equipment

    9  

Intangible assets

    130  

Goodwill

    167  

Other noncurrent assets

    4  

Accounts payable

    (14 )

Accrued liabilities

    (11 )

Deferred income taxes

    (9 )

Total fair value of net assets acquired

  $ 353  

 

As a result of the final valuation 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. 

 

PRO FORMA INFORMATION FOR ACQUISITIONS

 

If the Gabriel 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 from continuing operations, net income and net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

 

   

Pro forma (unaudited)

 
   

Year ended December 31,

 
   

2021(1)

   

2020

 

Revenues

  $ 7,674     $ 5,583  

Net income

    1,092       1,054  

Net income attributable to Huntsman Corporation

    1,033       1,022  

 

 

   

Pro forma (unaudited)

 
   

Year ended December 31,

 
   

2021(1)

   

2020

 

Revenues

  $ 7,674     $ 6,180  

Net income

    1,095       1,055  

Net income attributable to Huntsman International

    1,036       1,023  

(1)

Includes pro forma information for the Gabriel Acquisition only.