Annual report pursuant to Section 13 and 15(d)

BUSINESS COMBINATIONS AND ACQUISITIONS

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BUSINESS COMBINATIONS AND ACQUISITIONS
12 Months Ended
Dec. 31, 2019
BUSINESS COMBINATIONS AND ACQUISITIONS  
BUSINESS COMBINATIONS AND ACQUISITIONS

3. BUSINESS COMBINATIONS AND ACQUISITIONS

Acquisition of Remaining Interest in Sasol-Huntsman Joint Venture

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-Huntsman 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.” 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-Huntsman as a variable interest entity. See “Note 8. 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):

Year ended December 31, 

2019

2018

2017

Net income attributable to Huntsman Corporation shareholders

$

562

$

337

$

636

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

(11)

Net transfers to noncontrolling interest

(11)

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

$

551

$

337

$

636

Year ended December 31, 

2019

2018

2017

Net income attributable to Huntsman International shareholders

$

551

$

323

$

629

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

(11)

Net transfers to noncontrolling interest

(11)

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

$

540

$

323

$

629

Acquisition of Demilec

On April 23, 2018, we acquired 100% of the outstanding equity interests of Demilec for approximately $353 million, including working capital adjustments, in an all-cash transaction, 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 2018 and were recorded in other operating expense (income), 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.

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):

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.

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.

If this acquisition were to have occurred on January 1, 2017, 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)

Year ended December 31, 

2018

2017

Revenues

$

7,662

$

7,010

Net income

639

728

Net income attributable to Huntsman Corporation

326

623

Pro Forma (Unaudited)

Year ended December 31, 

2018

2017

Revenues

$

7,662

$

7,010

Net income

625

721

Net income attributable to Huntsman International

312

616