Houghton Combination	6 Months Ended
Jun. 30, 2019
Business Combination Separately Recognized Transaction [Abstract]
Houghton Combination	Note 2 – Houghton Combination On August 1, 2019, the Company completed its combination with Houghton International, Inc. (“Houghton”) (herein referred to as “the Combination”), whereby the Company acquired all of the issued and outstanding shares of Houghton from Gulf Houghton Lubricants, Ltd. in accordance with the share purchase agreement dated April 4, 2017. The final purchase consideration was comprised of: (i) approximately $170.8 million in cash; (ii) the issuance of approximately 4.3 million shares of common stock of the Company with par value of $1.00, comprising 24.5% of the common stock of the Company at closing; and (iii) the Company’s refinancing of approximately $660 million of Houghton’s net indebtedness at closing, not including cash proceeds from the divestiture, described below. The Combination was subject to certain regulatory and shareholder approvals. At a shareholder meeting held during 2017, the Company’s shareholders approved the issuance of the new shares of the Company’s common stock at closing of the Combination. Also in 2017, the Company received regulatory approvals for the Combination from China and Australia. The Company received regulatory approvals from the European Commission (“EC”) during the second quarter of 2019 and the U.S. Federal Trade Commissions (“FTC”) in July 2019. The approvals from the FTC and the EC required the concurrent divestiture of certain steel and aluminum product lines of Houghton, which were sold on August 1, 2019 for approximately $37 million in cash. The final remedy agreed with the EC and the FTC was consistent with the Company’s previous expectation that the total divested product lines would be approximately 3% of the combined company’s revenue. The results of operations of Houghton are not included in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2019, as the date of closing was after June 30, 2019. Transaction expenses associated with the Combination which were incurred during the three and six months ended June 30, 2019 and 2018, respectively, are included in Combination and other acquisition-related expenses in the Company’s Condensed Consolidated Statements of Income. A preliminary purchase price allocation of assets acquired, and liabilities assumed, has not been presented as that information is not available as of the date of these Condensed Consolidated Financial Statements. As previously disclosed in its Annual Report filed on Form 10-K and 10-K/A for the year ended December 31, 2018, in connection with the Combination, the Company initially secured $1.15 billion in commitments from Bank of America Merrill Lynch and Deutsche Bank to fund the purchase consideration and to provide additional liquidity, which was replaced with a syndicated bank agreement (“the New Credit Facility”) with a group of lenders. Prior to closing the Combination, during July 2019, the Company amended and extended the bank commitment to August 30, 2019. The New Credit Facility was contingent upon and was not effective until the closing of the Combination. Concurrent with the closing of the Combination on August 1, 2019, the New Credit Facility is in full effect and is the Company’s primary borrowing facility, replacing the Company’s previous revolving credit facility (see Note 14 of Notes to Condensed Consolidated Financial Statements). The New Credit Facility is comprised of: (i) a $400.0 million multicurrency revolver; (ii) a $600.0 million USD term loan; and (iii) a $150.0 million EUR equivalent term loan, each with a five-year maturity from the date the New Credit Facility became effective. At closing, the Company borrowed $750.0 million under the term loans available in the New Credit Facility and approximately $180 million under the multicurrency revolver, with a remaining capacity under the revolver of approximately $220 million for additional liquidity. The maximum amount available under the New Credit Facility can be increased by $300.0 million at the Company’s option if the lenders agree and the Company satisfies certain conditions. Borrowings under the New Credit Facility will bear interest at a base rate or LIBOR rate plus a margin. Based on the terms of the New Credit Facility and current market interest rates, the Company currently estimates its annual interest cost will be in the range of 3.4% to 3.6%. The New Credit Facility is subject to certain financial and other covenants, including covenants that the Company’s initial consolidated net debt to adjusted EBITDA ratio cannot exceed 4.25 to 1 and the Company’s consolidated adjusted EBITDA to interest expense ratio cannot be less than 3.0 to 1. At closing, the Company was in compliance with all of the New Credit Facility covenants. Both the USD and EUR equivalent term loans have quarterly principal amortization during their respective five-year maturities, with 5.0% amortization of the principal balance due in years 1 and 2, 7.5% in year 3, and 10.0% in years 4 and 5, with the remaining principal amounts due at maturity. Until closing, the Company incurred certain interest costs to maintain the bank commitment (“ticking fees”), which began to accrue on September 29, 2017 and bore an interest rate of 0.30% per annum. Concurrent with closing of the Combination and executing the New Credit Facility, the Company paid approximately $6.3 million of ticking fees.The Company incurred total costs of $5.5 million and $10.8 million during the three and six months ended June 30, 2019, and $4.5 million and $10.6 million during the three and six months ended June 30, 2018, respectively, related to the Combination and other acquisition-related activities. These costs included certain legal, financial and other advisory and consultant costs related to due diligence, regulatory approvals and integration planning, as well as ticking fees, certain one-time labor-related costs and, specifically during the three and six months ended June 30, 2018, a gain on the sale of an available-for-sale asset. As of June 30, 2019 and December 31, 2018, the Company had current liabilities related to the Combination and other acquisition-related activities of $8.6 million and $8.2 million, respectively, primarily recorded within other current liabilities on its Condensed Consolidated Balance Sheets.

Houghton Combination

6 Months Ended

Jun. 30, 2019

Business Combination Separately Recognized Transaction [Abstract]

Note 2 – Houghton Combination

On August 1, 2019, the Company completed its combination with Houghton International, Inc. (“Houghton”) (herein referred to as “the Combination”), whereby the Company acquired all of the issued and outstanding shares of Houghton from Gulf Houghton Lubricants, Ltd. in accordance with the share purchase agreement dated April 4, 2017. The final purchase consideration was comprised of: (i) approximately $170.8 million in cash; (ii) the issuance of approximately 4.3 million shares of common stock of the Company with par value of $1.00, comprising 24.5% of the common stock of the Company at closing; and (iii) the Company’s refinancing of approximately $660 million of Houghton’s net indebtedness at closing, not including cash proceeds from the divestiture, described below.

The Combination was subject to certain regulatory and shareholder approvals. At a shareholder meeting held during 2017, the Company’s shareholders approved the issuance of the new shares of the Company’s common stock at closing of the Combination. Also in 2017, the Company received regulatory approvals for the Combination from China and Australia. The Company received regulatory approvals from the European Commission (“EC”) during the second quarter of 2019 and the U.S. Federal Trade Commissions (“FTC”) in July 2019. The approvals from the FTC and the EC required the concurrent divestiture of certain steel and aluminum product lines of Houghton, which were sold on August 1, 2019 for approximately $37 million in cash. The final remedy agreed with the EC and the FTC was consistent with the Company’s previous expectation that the total divested product lines would be approximately 3% of the combined company’s revenue.

The results of operations of Houghton are not included in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2019, as the date of closing was after June 30, 2019. Transaction expenses associated with the Combination which were incurred during the three and six months ended June 30, 2019 and 2018, respectively, are included in Combination and other acquisition-related expenses in the Company’s Condensed Consolidated Statements of Income. A preliminary purchase price

allocation of assets acquired, and liabilities assumed, has not been presented as that information is not available as of the date of these Condensed Consolidated Financial Statements.

As previously disclosed in its Annual Report filed on Form 10-K and 10-K/A for the year ended December 31, 2018, in connection with the Combination, the Company initially secured $1.15 billion in commitments from Bank of America Merrill Lynch and Deutsche Bank to fund the purchase consideration and to provide additional liquidity, which was replaced with a syndicated bank agreement (“the New Credit Facility”) with a group of lenders. Prior to closing the Combination, during July 2019, the Company amended and extended the bank commitment to August 30, 2019. The New Credit Facility was contingent upon and was not effective until the closing of the Combination. Concurrent with the closing of the Combination on August 1, 2019, the New Credit Facility is in full effect and is the Company’s primary borrowing facility, replacing the Company’s previous revolving credit facility (see Note 14 of Notes to Condensed Consolidated Financial Statements). The New Credit Facility is comprised of: (i) a $400.0 million multicurrency revolver; (ii) a $600.0 million USD term loan; and (iii) a $150.0 million EUR equivalent term loan, each with a five-year maturity from the date the New Credit Facility became effective. At closing, the Company borrowed $750.0 million under the term loans available in the New Credit Facility and approximately $180 million under the multicurrency revolver, with a remaining capacity under the revolver of approximately $220 million for additional liquidity. The maximum amount available under the New Credit Facility can be increased by $300.0 million at the Company’s option if the lenders agree and the Company satisfies certain conditions. Borrowings under the New Credit Facility will bear interest at a base rate or LIBOR rate plus a margin. Based on the terms of the New Credit Facility and current market interest rates, the Company currently estimates its annual interest cost will be in the range of 3.4% to 3.6%. The New Credit Facility is subject to certain financial and other covenants, including covenants that the Company’s initial consolidated net debt to adjusted EBITDA ratio cannot exceed 4.25 to 1 and the Company’s consolidated adjusted EBITDA to interest expense ratio cannot be less than 3.0 to 1. At closing, the Company was in compliance with all of the New Credit Facility covenants. Both the USD and EUR equivalent term loans have quarterly principal amortization during their respective five-year maturities, with 5.0% amortization of the principal balance due in years 1 and 2, 7.5% in year 3, and 10.0% in years 4 and 5, with the remaining principal amounts due at maturity. Until closing, the Company incurred certain interest costs to maintain the bank commitment (“ticking fees”), which began to accrue on September 29, 2017 and bore an interest rate of 0.30% per annum. Concurrent with closing of the Combination and executing the New Credit Facility, the Company paid approximately $6.3 million of ticking fees.The Company incurred total costs of $5.5 million and $10.8 million during the three and six months ended June 30, 2019, and $4.5 million and $10.6 million during the three and six months ended June 30, 2018, respectively, related to the Combination and other acquisition-related activities. These costs included certain legal, financial and other advisory and consultant costs related to due diligence, regulatory approvals and integration planning, as well as ticking fees, certain one-time labor-related costs and, specifically during the three and six months ended June 30, 2018, a gain on the sale of an available-for-sale asset. As of June 30, 2019 and December 31, 2018, the Company had current liabilities related to the Combination and other acquisition-related activities of $8.6 million and $8.2 million, respectively, primarily recorded within other current liabilities on its Condensed Consolidated Balance Sheets.