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Acquisitions
3 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Acquisitions

C. Acquisitions

 

Tech Blend

In November 2017, the Company acquired Tech Blend, a North American producer of black masterbatches, for a purchase price of $65 million, paid in cash. The purchase price was subject to a working capital adjustment, which was immaterial. The operating results of the business are included in the Company’s Performance Chemicals segment. The acquisition extended the Company’s global footprint in black masterbatch and compounds and provides a platform to serve global customers and grow in conductive formulations.

The allocation of the purchase price set forth below was based on estimates of the fair value of assets acquired and liabilities assumed.

 

 

 

(In millions)

 

Assets

 

 

 

 

Cash

 

$

1

 

Accounts receivable

 

 

5

 

Inventories

 

 

3

 

Property, plant and equipment

 

 

7

 

Intangible assets

 

 

29

 

Goodwill

 

 

33

 

Total assets acquired

 

 

78

 

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

(3

)

Deferred tax liabilities

 

 

(10

)

Total liabilities assumed

 

 

(13

)

 

 

 

 

 

Cash consideration paid

 

$

65

 

 

As part of the purchase price allocation, the Company determined the separately identifiable intangible assets are comprised of developed technologies of $21 million, which will be amortized over twenty-five years, and customer relationships of $8 million, which will be amortized over twelve years. The Company estimated the fair values of the identifiable acquisition-related intangible assets based on projections of cash flows that will arise from those assets. The projected cash flows were discounted to determine the fair value of the assets at the date of acquisition. The determination of the fair value of the intangible assets acquired required the use of significant judgment with regard to (i) assumptions in the discounted cash flow model used and (ii) determination of the useful lives of the developed technologies and customer relationships.

The excess of the purchase price over the fair value of the tangible net assets and intangible assets acquired was recorded as goodwill. The goodwill recognized is attributable to the growth and operating synergies that the Company expects to realize from this acquisition. Goodwill generated from the acquisition is not deductible for tax purposes.

NSCC Carbon (Jiangsu) Co. Ltd

In September 2018, the Company acquired NSCC Carbon, a carbon black manufacturing facility in Pizhou, Jiangsu Province, China for a purchase price of $8 million. The purchase price is payable upon satisfaction of certain conditions that are expected to be satisfied in less than twelve months and is recorded within Accounts payable and accrued liabilities on the Consolidated Balance Sheets. The Company plans to modify this manufacturing facility to produce specialty carbons. The plant is temporarily mothballed. The modifications are expected to be completed, and production is expected to commence, in 2021. The Company has incurred $2 million of transition related costs in the first quarter of fiscal 2019 related to this acquisition.