Acquisition of Jamalco

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited, the holder of a 55% interest in Jamalco JV ("Jamalco"), an unincorporated joint venture engaged in bauxite mining and alumina production in Jamaica. The remaining 45% interest in Jamalco is owned by Clarendon Alumina Production Limited ("CAP"), which in turn is owned by the Government of Jamaica. Total consideration for the acquisition was approximately $8.3 million in cash, comprised of a purchase price of $1.00 and $8.3 million related to the remaining restricted cash acquired as of the completion date. The acquisition is expected to result in a bargain purchase gain in part due to the seller experiencing financial distress following curtailment of Jamalco's operations in the second half of 2021 due to a facility fire, with operations restarting in the second half of 2022.

The acquisition was accounted for as a business combination under the acquisition method of accounting. Determining the fair value of identified assets acquired, liabilities assumed and noncontrolling interest requires judgment and involves the use of significant estimates and assumptions. The Company based its fair value estimates on assumptions it believes to be reasonable but are inherently uncertain. These estimates and valuation of the property, plant and equipment, current assets, current liabilities, other long-term assets, provision for resettlement obligations included in other liabilities and asset retirement obligations acquired as well as the related deferred bargain purchase gain and noncontrolling interest are preliminary as of September 30, 2023 and are subject to change as we finalize the valuation or if additional information about the facts and circumstances that existed at the acquisition date become available. We expect to finalize the purchase price allocation as soon as practicable within the measurement period, but not later than one year following the acquisition date.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired, liabilities assumed and noncontrolling interest at the date of acquisition:


Preliminary purchase price allocation	Amount
Consideration transferred
Cash paid	$	8.3
Total consideration transferred	$	8.3
Less: identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	19.4
Restricted cash	8.3
Inventories	93.4
Accounts receivable - net	8.0
Prepaid and other current assets	7.8
Property, plant and equipment - net	250.9

Other assets	28.0
Accounts payable, trade	(92.9)
Accrued and other current liabilities	(33.9)
Other liabilities	(24.5)
Asset retirement obligations	(36.5)
Total identifiable net assets acquired	228.0
Less: noncontrolling interest	(58.1)
Deferred credit - preliminary bargain purchase gain	(161.6)
Fair value allocated to net assets acquired, net of bargain purchase gain	$	8.3

For the three and nine months ended September 30, 2023, Jamalco contributed $63.4 million and $107.1 million to our total revenues. In connection with the acquisition, the Company incurred approximately $0.2 million and $1.9 million of transaction costs, respectively, for the three and nine months ended September 30, 2023 which are included in selling, general and administrative expenses on the Consolidated Statements of Operations.

The following unaudited pro forma financial information reflects the results of operations of the Company for the three and nine months ended September 30, 2023 and 2022, respectively, as if the acquisition of Jamalco had been completed on January 1, 2022. This unaudited pro forma financial information has been prepared for informational purposes and is not necessarily indicative of the actual consolidated results of operations had the acquisition been completed on January 1, 2022, nor is the information indicative of future results of operations of the combined companies.


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Revenue	$	545.2	$	649.5	$	1,722.8	$	2,259.6
Earnings	$	(42.0)	$	40.7	$	(77.0)	$	103.1