Acquisition (Notes)

12 Months Ended

Dec. 31, 2019

Business Combination Disclosure [Text Block]

Rive Technology, Inc. On June 17, 2019, Grace completed the acquisition of the business and assets of Rive Technology, Inc. for $22.8 million. The business is included in the Refining Technologies operating segment of the Catalysts Technologies reportable segment. The acquisition included Rive’s MOLECULAR HIGHWAY^® zeolite technology for catalytic processes, which allows Grace to offer a broader spectrum of products for converting crude oil to petrochemical feedstocks.

Polyolefin catalysts business of Albemarle Corporation On April 3, 2018, using cash on hand and borrowings under the Credit Agreement, Grace acquired the assets of the polyolefin catalysts business of Albemarle Corporation. Grace acquired the business for $418.0 million, net of cash acquired and including customary post-closing adjustments. The business is included in the Specialty Catalysts operating segment of the Catalysts Technologies reportable segment. The acquisition is complementary to Grace’s existing specialty catalysts business and strengthens Grace’s commercial relationships, catalysts technology portfolio, and manufacturing network.

The acquisition purchase price has been allocated to the tangible and identifiable intangible assets and liabilities acquired based on their estimated fair values at the acquisition date in accordance with ASC 805 “Business Combinations.” The excess of the purchase price over the fair value of the tangible and intangible assets acquired was recorded as goodwill. The purchase price allocation has been finalized, and during the measurement period, Grace recorded adjustments related to deferred taxes, working capital, and intangible assets. The goodwill recognized was $140.6 million and is supported by the growth and operating synergies that Grace expects to realize from this acquisition. The full amount of goodwill generated will be deductible for U.S. income tax purposes.

The Consolidated Statements of Operations for the year ended December 31, 2018, includes approximately $86 million of sales attributable to this acquisition. Disclosure of earnings attributable to this acquisition is not practicable due to the integration of operations into Grace’s existing business.

The table below presents the finalized allocation of the acquisition purchase price.



	(In millions)
Accounts receivable	$	13.9
Inventories	28.6
Other current assets	0.7
Properties and equipment	119.8
Goodwill	140.6
Intangible assets	121.2
Other assets	0.5
Liabilities assumed	(7.3		)
Net assets acquired, net of cash acquired	$	418.0

The table below presents the intangible assets acquired and the periods over which they will be amortized.



	Amount (In millions)		Weighted Average Amortization Period (in years)
Customer Lists	$	105.4	20.0
Technology	11.5		15.0
Trademarks	4.3		15.0
Total	$	121.2	19.3