Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS AND ACQUISITIONS

v3.20.2
BUSINESS COMBINATIONS AND ACQUISITIONS
6 Months Ended
Jun. 30, 2020
BUSINESS COMBINATIONS AND ACQUISITIONS  
BUSINESS COMBINATIONS AND ACQUISITIONS

3. BUSINESS COMBINATIONS AND ACQUISITIONS

Acquisition of CVC Thermoset Specialties

As discussed in “Note 1. GeneralRecent DevelopmentsAcquisition of CVC Thermoset Specialties,” we completed the CVC Thermoset Specialties Acquisition on May 18, 2020. Transaction costs charged to expense related to this acquisition were approximately $5 million as of both the three and six months ended June 30, 2020 and were recorded in other operating expenses, net in our condensed consolidated statements of operations.

We have 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 preliminary 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

$

306

Accounts receivable

$

12

Inventories

39

Property, plant and equipment, net

88

Intangible assets

60

Goodwill

119

Accounts payable

(7)

Deferred income taxes

(5)

Total fair value of net assets acquired

$

306

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of property, plant and equipment, intangible assets, leases and deferred taxes. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, trade secrets and customer relationships. 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 none of the estimated goodwill arising from the acquisition will be deductible for income tax purposes. It is possible that material changes to this preliminary allocation of acquisition cost could occur.

The acquired business had revenues and net loss of $7 million and $1 million, respectively, for the period from the date of acquisition to June 30, 2020.

If this acquisition were to have occurred on January 1, 2019, the following estimated pro forma revenues, net income, net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

Three months

Six months

ended

ended

June 30, 

June 30, 

2020

2019

2020

2019

Revenues

$

1,255

$

1,812

$

2,872

$

3,514

Net (loss) income

(60)

125

650

267

Net (loss) income attributable to Huntsman Corporation

(63)

117

644

247

Three months

Six months

ended

ended

June 30, 

June 30, 

2020

2019

2020

2019

Revenues

$

1,255

$

1,812

$

2,872

$

3,514

Net (loss) income

(60)

122

649

261

Net (loss) income attributable to Huntsman International

(63)

114

643

241

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 Acquisition”). We acquired the business from an affiliate of FFL Partners, LLC, for $353 million, subject to customary closing adjustments, in an all-cash transaction funded from available liquidity. The acquired business is being integrated into our Polyurethanes segment. Transaction costs charged to expense related to this acquisition were approximately $4 million and $14 million for the three and six months ended June 30, 2020, respectively, and were recorded in other operating expenses, net in our condensed 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 preliminary 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 in Q1 2020

$

353

Cash

$

7

Accounts receivable

37

Inventories

36

Prepaid expenses and other current assets

1

Property, plant and equipment, net

7

Intangible assets

165

Goodwill

134

Other noncurrent assets

3

Accounts payable

(13)

Accrued liabilities

(10)

Deferred income taxes

(14)

Total fair value of net assets acquired

$

353

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of property, plant and equipment, intangible assets, leases and deferred taxes. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, trade secrets and customer relationships. 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, penetration into downstream markets and synergies. We expect that none of the estimated goodwill arising from the acquisition will be deductible for income tax purposes. It is possible that material changes to this preliminary allocation of acquisition cost could occur.

The acquired business had revenues and net loss of $78 million and $5 million, respectively, for the period from the date of acquisition to June 30, 2020.

If this acquisition were to have occurred on January 1, 2019, the following estimated pro forma revenues, net income, net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

Three months

Six months

ended

ended

June 30, 

June 30, 

2019

    

2020

2019

Revenues

$

1,841

$

2,870

$

3,566

Net income

116

645

245

Net income attributable to Huntsman Corporation

108

639

225

Three months

Six months

ended

ended

June 30, 

June 30, 

2019

    

2020

2019

Revenues

$

1,841

$

2,870

$

3,566

Net income

113

644

239

Net income attributable to Huntsman International

105

638

219