2) ACQUISITIONS AND DIVESTITURES

Acquisitions

On September 26, 2012, we announced that we entered into a Business Transfer Agreement (“BTA”) with Solaris ChemTech Industries Limited (“Solaris ChemTech”), an Indian Company, and Avantha Holdings Limited, an Indian Company and the parent company of Solaris ChemTech (collectively, “Solaris”). As provided in the BTA, we have agreed to purchase from Solaris certain assets used in the manufacture and distribution of bromine and bromine chemicals for cash consideration of $142 million and the assumption of certain liabilities. The purchase price is subject to a post-closing net working capital adjustment. The acquisition is subject to usual and customary closing conditions and is expected to close as soon as practicable.

Divestitures

Antioxidant Divestiture

On November 9, 2012, we entered into an asset purchase agreement with SK Blue Holdings, Ltd. (“SK”), an affiliate of SK Capital Partners III, L.P. to sell substantially all the assets of our antioxidant and UV stabilizers (the “Antioxidant”) business for $200 million, $190 million to be paid in cash at closing plus a $10 million seller note. The assets to be sold include, among others, trade receivables, inventory, our equity interest in two joint ventures, certain dedicated plants in the U.S., France and Germany, and certain dedicated assets in shared facilities and SK agreed to assume certain liabilities (the “Antioxidant Sale”). We will retain assets that are shared with our other business components that exist in certain locations globally and utilize those assets under supply agreements with SK.

On January 25, 2013, we entered into an Amended and Restated Asset Purchase and Contribution Agreement with SK and Addivant USA Holdings Corp. (“Addivant”) whereby SK and Addivant agreed, in addition to purchasing substantially all the assets of our Antioxidant business, to assume certain additional pension and environmental liabilities totaling approximately $93 million. The agreement provides for the actuarial valuation of net pension liabilities to be assumed to be updated shortly before the closing of the transaction. To the extent the updated values are a reduction of the net pension liability, the difference will be applied to increase, by an equal amount, the value of the seller note to be issued at closing. To the extent the updated values are an increase in the net pension liability, the increase will be applied in equal amount first to reduce the value of the seller note and then if the seller note is extinguished, as a reduction to the cash consideration. Based on the January 25, 2013 terms, the consideration payable at closing of $107 million will consist of $97 million in cash, $9 million in preferred stock to be issued by Addivant and a seller note of $1 million subject to customary closing conditions and adjustments for working capital changes. The transaction closed on April 30, 2013. We anticipate recording a non-cash loss during the second quarter of 2013 primarily related to the release of currency translation adjustments and accumulated other comprehensive loss (“AOCL”) related to the transfer of the pension obligations, among other items.

As a result of entering into this transaction, we determined that discontinued operations treatment applied. The assets and liabilities included in the Antioxidant Sale have been presented as assets and liabilities of discontinued operations and earnings and direct costs associated with the Antioxidant business have been presented as loss from discontinued operations, net of tax for the current and comparative periods. All applicable disclosures included in the accompanying footnotes have been updated to reflect the Antioxidant business as a discontinued operation.

The following is a summary of our assets and liabilities of discontinued operations related to the Antioxidant business as of March 31, 2013 and December 31, 2012.

(In millions)	March 31, 2013		December 31, 2012
Cash and cash equivalents	$	1	$	2
Accounts receivable	59		61
Inventories	75		78
Other current assets	3		4
Property, plant and equipment	44		44
Intangible assets, net	14		14
Other assets	32		31
Assets of discontinued operations	$	228	$	234

Accounts payable	$	28	$	29
Accrued expenses	5		4
Income taxes payable	—		1
Pension and post-retirement health care liabilities	80		80
Other liabilities	10		11
Liabilities of discontinued operations	$	123	$	125

Loss from discontinued operations for the quarters ended March 31, 2013 and 2012 consist of the following:

	Quarters ended March 31,
(In millions)	2013			2012

Net sales	$	90		$	90
Pre-tax loss from discontinued operations	$	(2	)	$	—
Income tax benefit	—			—
Loss from discontinued operations, net of taxes	$	(2	)	$	—

A portion of certain functional and other expenses that are managed company-wide that are allocated to the Antioxidant business do not transfer directly under the Antioxidant Sale. As such, in historic periods these costs are shown as part of continuing operations in the corporate segment and not included under loss from discontinued operations, net of tax. These costs approximate $4 million for the quarters ended March 31, 2013 and 2012.

Tetrabrom Joint Venture Divestiture

On November 28, 2011, we sold our 50% interest in Tetrabrom Technologies Ltd. for net consideration of $38 million. The consideration will be paid over a three year period. The first and second payments, net of tax were paid in April 2012 and April 2013. A pre-tax gain of $27 million was recorded on the sale in the fourth quarter of 2011.