Quarterly report pursuant to Section 13 or 15(d)

Note 3 - Business Combinations

v3.22.1
Note 3 - Business Combinations
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

3. BUSINESS COMBINATIONS 

 

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 (“Gabriel Acquisition”), from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $251 million, subject to customary closing adjustments. The purchase price was funded from available liquidity, and the acquired business is being integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately $1 million for the three months ended March 31, 2021 and were recorded in other operating income, net in our condensed 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.

 

 

 

PRO FORMA INFORMATION FOR ACQUISITION

 

If the Gabriel Acquisition were to have occurred on January 1, 2021, 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

 
   

ended

 
   

March 31,

 
    2021  

Revenues

  $ 1,841  

Net income

    88  

Net income attributable to Huntsman Corporation

    71  

 

   

Three months

 
   

ended

 
   

March 31,

 
    2021  

Revenues

  $ 1,841  

Net income

    90  

Net income attributable to Huntsman International

    73