Acquisitions and Related Divestitures | Acquisitions and Related Divestitures TTI Acquisition In May 2020, the Company announced that it had signed a definitive agreement to acquire the Tizir Titanium and Iron ("TTI") business from Eramet S.A. for approximately $300 million in cash, plus 3% per annum which accrues for the period from January 1, 2020 until the transaction closes. TTI is a titanium smelter located in Tyssedal, Norway which upgrades ilmenite to produce high-grade titanium slag and high-purity pig iron with an annual capacity of approximately 230,000 tons and 90,000 tons, respectively. Pursuant to the definitive agreement, we are required to pay to Eramet S.A. a termination fee of $18 million if the agreement is terminated as a result of a failure to satisfy certain regulatory approvals prior to May 13, 2021 (the “Initial Long Stop Date”) or if all conditions to closing have been satisfied by such date, but we fail to comply with our completion obligations. The definitive agreement further provides that the Initial Long Stop Date may be extended by us until August 13, 2021 and then November 13, 2021 (each a “Long Stop Date Extension”), and that the termination payment shall be increased by $1 million following each Long Stop Date Extension, provided that the amount of such termination payment shall not exceed $20 million. During the second quarter, upon signing of the definitive agreement to acquire TTI, we placed $18 million into an escrow account with a third-party financial institution. At June 30, 2020, the amount is reflected within “Restricted cash” on the unaudited Condensed Consolidated Balance Sheet. The close of the transaction, which we anticipate to occur before the Initial Long Stop Date, is subject to certain consents and customary closing conditions, including regulatory approvals. Cristal Acquisition and related divestitures On April 10, 2019, we completed the acquisition of the TiO 2 business of Cristal for $1.675 billion of cash, plus 37,580,000 ordinary shares. The total acquisition price, including the value of the ordinary shares at $14 per share on the closing date of the Cristal Transaction, was approximately $2.2 billion. With the acquisition of our shares, an affiliate of Cristal became our largest shareholder. At June 30, 2020, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a wholly-owned subsidiary of National Titanium Dioxide Company Ltd., continues to own 37,580,000 shares of Tronox, or a 26% ownership interest. National Titanium Dioxide Company Ltd. is 79% owned by Tasnee. In order to obtain regulatory approval for the Cristal Transaction, the FTC required us to divest Cristal's North American TiO2 business, which we sold to INEOS on May 1, 2019, for cash proceeds, net of transaction costs, of $701 million, inclusive of an amount for a working capital adjustment. In conjunction with the Cristal Transaction, we entered into a transition services agreement with Tasnee and certain of its affiliates under which we and the Tasnee entities will provide certain transition services to one another. See Note 21 for further details of the transition services agreement. In conjunction with the divestiture of Cristal's North American TiO 2 business to INEOS, we entered into a two-year transition services agreement with INEOS. Under the terms of the transition services agreement, INEOS agreed to provide services to Tronox for manufacturing, technology and innovation, information technology, finance, warehousing and human resources. Similarly, Tronox agreed to provide services to INEOS for information technology, finance, product stewardship, warehousing and human resources. In addition, in order to obtain regulatory approval by the European Commission, we divested the 8120 paper laminate grade, supplied from our Botlek facility in the Netherlands, to Venator Materials PLC (“Venator”). The divestiture was completed on April 26, 2019. Under the terms of the divestiture, we will supply the 8120 grade product to Venator under a supply agreement for an initial term of 2 years, and extendable up to 3 years, to allow for the transfer of the manufacturing of the 8120 grade to Venator. Total cash consideration is 8 million Euros, of which 1 million Euros was paid at the closing and the remaining 7 million Euros (approximately $8.0 million at June 30, 2020 exchange rate) to be paid in equal installments during the second quarters of 2020 (of which 3.5 million Euros, approximately $3.9 million at June 30, 2020 exchange rate, was received in April 2020) and 2021. We recorded a charge of $19 million during the second quarter of 2019, in “Contract loss” in the Consolidated Statements of Operations, reflecting both the proceeds on sale and the estimated losses we expect to incur under the supply agreement with Venator. We funded the cash portion of the Cristal Transaction through existing cash, borrowings from our Wells Fargo Revolver, and restricted cash which had been borrowed under the Blocked Term Loan (as defined elsewhere herein) and which became available to us for the purpose of consummating the Cristal Transaction. Allocation of the Purchase Price For the Cristal Transaction, we have applied the acquisition method of accounting in accordance with ASC 805, "Business Combinations", with respect to the identifiable assets and liabilities of Cristal, which have been measured at estimated fair value as of the date of the business combination. The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs (see Note 15 for an explanation of Level 2 and Level 3 inputs). These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparables and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates. During the first quarter of 2020, we finalized the purchase price allocation which resulted in increasing environmental liabilities by $8 million, increasing property, plant and equipment by $13 million, decreasing noncontrolling interest by $3 million, decreasing deferred taxes by $6 million, increasing liabilities held for sale by $5 million and decreasing inventory by $4 million, as well as other minor adjustments. The adjustments to the unaudited Condensed Consolidated Statement of Operations that would have been recognized in the second quarter of 2019 if the measurement period adjustments had been completed as of the acquisition date would have increased the net loss by approximately $1 million. The final purchase price consideration and estimated fair value of Cristal's net assets acquired on April 10, 2019 are shown below. The assets and liabilities of Cristal's North American TiO 2 business, that was subsequently divested on May 1, 2019, are shown as held for sale in the fair value of assets acquired and liabilities assumed. Fair Value Purchase Price Consideration: Tronox Holdings plc shares issued 37,580,000 Tronox Holdings plc closing price per share on April 10, 2019 $ 14.00 Total fair value of Tronox Holdings plc shares issued at acquisition date $ 526 Cash consideration paid $ 1,675 Total purchase price $ 2,201 Fair Value Fair Value of Assets Acquired: Accounts receivable $ 251 Inventory 689 Deferred tax assets 51 Prepaid and other assets 81 Property, plant and equipment 759 Mineral leaseholds 95 Intangible assets 64 Lease right of use assets 40 Other long-term assets 43 Assets held for sale 850 Total assets acquired $ 2,923 Less: Liabilities Assumed Accounts payable $ 102 Accrued liabilities 137 Short-term lease liabilities 13 Deferred tax liabilities 2 Pension and postretirement healthcare benefits 76 Environmental liabilities 72 Asset retirement obligations 75 Long-term debt 22 Long-term lease liabilities 24 Other long-term liabilities 20 Liabilities held for sale 131 Total liabilities assumed $ 674 Less noncontrolling interest 48 Purchase price $ 2,201 Summary of Significant Fair Value Methods The methods used to determine the fair value of significant identifiable assets and liabilities included in the allocation of purchase price are included in Note 3 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Results of Cristal Operations Since Acquisition For the three and six months ended June 30, 2019, the acquired Cristal business contributed $353 million in revenue and $(48) million in operating income. Supplemental Pro forma financial information The following unaudited pro forma information gives effect to the Cristal Transaction as if it had occurred on January 1, 2018. The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as: (1) conforming the accounting policies of Cristal to those applied by Tronox; (2) conversion to U.S. GAAP from IFRS for Cristal; (3) the elimination of transactions between Tronox and Cristal; (4) recording certain incremental expenses resulting from purchase accounting adjustments, such as inventory step-up amortization, depreciation, depletion and amortization expense in connection with fair value adjustments to property, plant and equipment, mineral leases and intangible assets; (5) recording the contract loss on the sale of the 8120 product line as a charge in the first quarter of 2018; (6) recording all transaction costs incurred in the first quarter of 2018; (7) recording the effect on interest expense related to borrowings in connection with the Cristal Transaction; and (8) recording the related tax effects and the impacts to EPS for the shares issued in conjunction with the transaction. The unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the Cristal Transaction had actually occurred on that date, nor the results of operations in the future. In accordance with ASC 805, the supplemental pro forma results of operations for the three and six months ended June 30, 2019, which were updated subsequently to reflect final purchase price allocation adjustments, are as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 Net sales $ 827 $ 1,547 Net income from continuing operations attributable to Tronox Holdings plc $ 26 $ 3 |