Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Discontinued Operations and Business Dispositions

v3.21.1
Note 4 - Discontinued Operations and Business Dispositions
3 Months Ended
Mar. 31, 2021
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS ​

 

SaLE of Venator InterEST

 

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venator”) and received approximately $99 million in cash. Subsequent to this sale of ordinary shares of Venator, we no longer account for our current remaining ownership interest in Venator as an equity method investment, but rather as an investment in equity securities that are marked to fair value with changes in fair value reported in earnings. Concurrently with the sale of Venator ordinary shares, we entered into an option agreement, pursuant to which we granted an option to funds advised by SK Capital Partners, LP to purchase the remaining approximate 9.7 million ordinary shares we hold in Venator at $2.15 per share. The option will expire on June 23, 2023 and will not be exercisable so long as such exercise would result in a default or an "Event of Default" under Venator’s Term Loan Credit Agreement and Revolving Credit Agreement. We record this option agreement at fair value with changes in fair value reported in earnings.

 

For the three months ended March 31, 2021 and 2020, we recorded net losses of  $19 million and $110 million, respectively, to record our investment in Venator and related option to sell our remaining Venator shares at fair value. These net losses were recorded in “Fair value adjustments to Venator investment” on our condensed consolidated statements of operations.

 

Summarized financial information of Venator for the three months ended March 31, 2020 is as follows (in millions):
 
   

Three months

 
   

ended

 
   

March 31, 2020

 

Revenues

  $ 532  

Gross profit

    61  

Income from continuing operations

    8  

Net income

    8  

Net income attributable to Venator

    7  

 

Sale of Chemical Intermediates Businesses

 

On January 3, 2020, we completed the sale of our chemical intermediates businesses, which includes PO/MTBE, and our surfactants business (“Chemical Intermediates Businesses”) to Indorama Ventures Holdings L.P. (“Indorama”) in a transaction valued at approximately $2 billion, comprised of a cash purchase price of approximately $1.92 billion and the transfer of approximately $72 million in net underfunded pension and other post-employment benefit liabilities. In connection with this sale, we recognized a net after-tax gain of $758 million in the first quarter of 2020. Also, in connection with this sale, we entered into long-term supply agreements with Indorama for certain raw materials at market prices supplied by the Chemical Intermediates Businesses.

 

The following table reconciles major line items constituting pretax income of discontinued operations to after-tax income of discontinued operations as presented in our condensed consolidated statements of operations (dollars in millions):

 

   

Three months

 
   

ended

 
   

March 31, 2020

 

Major line items constituting pretax income of discontinued operations(1):

       

Trade sales, services and fees, net(2)

  $ 6  

Cost of goods sold(2)

    9  

Gain on sale of the Chemical Intermediates Businesses

    990  

Insurance proceeds

    28  

Income from discontinued operations before income taxes

    1,015  

Income tax expense

    (238 )

Net income attributable to discontinued operations

  $ 777  

 


(1)

Discontinued operations include our Chemical Intermediates Businesses, our Australian styrenics operations and our North American polymers and base chemicals operations for all periods presented.

(2)

Includes eliminations of trade sales, services and fees, net and cost of sales between continuing operations and discontinued operations.