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Acquisitions
12 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Acquisitions

Note C. Acquisitions

 

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, subject to the achievement of certain milestones. The purchase price conditions were satisfied in September 2019 and the purchase price was paid in the first quarter of fiscal 2020. The Company has commenced plans to modify this facility to produce specialty carbons and therefore the plant is temporarily mothballed. The modifications are expected to be completed, and production is expected to commence, in fiscal 2022. Transition-related costs associated with this acquisition were $2 million and $4 million during fiscal 2020 and 2019, respectively.

Shenzhen Sanshun Nano New Materials Co., Ltd

On April 1, 2020, the Company purchased Shenzhen Sanshun Nano New Materials Co., Ltd (“SUSN”), a leading carbon nanotube producer, for a purchase price of $100 million, consisting of: (i) cash consideration of $84 million, net of $1 million acquired (ii) contingent consideration of $3 million to be paid over the two-year period ending March 31, 2022 upon the satisfaction of certain milestones, and (iii) the assumed debt of $13 million. The debt the Company assumed in the transaction was repaid in June 2020. The operating results of SUSN were included in the results of the Company's Performance Chemicals segment beginning in the third quarter of fiscal 2020, and revenue totaled $12 million in the second half of fiscal 2020.

The Company incurred acquisition and integration costs of $3 million through September 30, 2020 associated with the transaction, which are included in Selling and administrative expenses and Cost of sales in the Consolidated Statements of Operations.

The final allocation of the purchase price set forth below was based on estimates of the fair value of assets acquired and liabilities assumed as of April 1, 2020.

 

 

(In millions)

 

Assets

 

 

 

 

Cash

 

$

1

 

Accounts Receivable

 

 

8

 

Inventories

 

 

4

 

Prepaid expenses and other current assets

 

 

2

 

Property, plant and equipment

 

 

38

 

Intangible assets

 

 

15

 

Goodwill

 

 

45

 

Deferred tax asset

 

 

1

 

Other assets

 

 

2

 

Total assets acquired

 

 

116

 

 

 

 

 

 

Liabilities

 

 

 

 

Accounts payable and accrued liabilities

 

 

(12

)

Long-term debt

 

 

(13

)

Other liabilities

 

 

(6

)

 

 

 

 

 

Total liabilities assumed

 

 

(31

)

 

 

 

 

 

Cash consideration paid

 

$

85

 

As part of the purchase price allocation, the Company determined the separately identifiable intangible assets are comprised of developed technologies of $9 million, which will be amortized over ten years, customer relationships of $4 million, which will be amortized over twenty years, and trademarks of $2 million, which will be amortized over ten 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 judgment with regard to assumptions in the discounted cash flow model used and determination of the useful lives of the developed technologies, customer relationships and trademarks.

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 will not be deductible for tax purposes.