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DIVESTITURES
3 Months Ended
Mar. 31, 2015
DIVESTITURES  
DIVESTITURES

 

2)DIVESTITURES

 

Divestitures Reported as Gain or Loss on Sale of Business

 

On November 3, 2014, we sold our Chemtura AgroSolutions business to Platform Specialty Products Corporation (“Platform”) under a Stock and Asset Purchase Agreement (“SAPA”) for approximately $1 billion, consisting of $950 million in cash and 2 million shares of Platform’s common stock. The purchase price is subject to customary post-closing adjustments, primarily for working capital.

 

Under the terms of the SAPA, we retained most of the property, plant and equipment used to manufacture products of the Chemtura AgroSolutions business and continue to manufacture products for Platform under several supply agreements and a tolling agreement (collectively, the “supply agreements”) with minimum terms of between two and four years.  In alignment with the change in the nature of operations, we changed the name of this segment to Agrochemical Manufacturing.

 

The supply agreements with Platform are designed to recover the cash costs incurred to manufacture the products under the agreement.  Accordingly, the supply agreements are considered below-market contracts for their full term. As of March 31, 2015, our Consolidated Balance Sheet included $212 million, on a discounted basis, which represents the remaining loss of profit on these products over the remaining terms of the supply agreements, including contractual obligations to continue to supply for a period of up to 2 years after the termination of the supply agreements.

 

The recognition of this obligation, along with the accretion of the obligation to its undiscounted value, has been and will continue to be recorded as net sales in the Agrochemical Manufacturing segment on a straight-line basis over the term of each supply agreement based on our estimate of the timing of shipments. The recognition of this obligation will not generate cash flows during the term of the supply agreements.  As of March 31, 2015, the current and long-term portions of this obligation, on a discounted basis, were $38 million and $174 million, respectively.

 

As of December 31, 2014, we had not transferred ownership of our wholly-owned subsidiary in Russia and our 15% investment in Certis Europe B.V. (“Certis”) to Platform as provided in the SAPA due to certain pending approvals.  Therefore, the value of these assets and liabilities along with the proceeds received for these investments were presented as assets and liabilities held for sale as of that date.  The value ascribed to these investments as part of the purchase price was received at the closing in November 2014.

 

In January 2015, we closed on the sale of our subsidiary in Russia.  The transfer of Certis to Platform is still awaiting certain approvals.  The value of the Certis assets and proceeds received for this investment have been presented as assets and liabilities held for sale as of March 31, 2015.

 

The following is a summary of the Chemtura AgroSolutions assets and liabilities held for sale as of March 31, 2015 and December 31, 2014:

 

(In millions)

 

March 31, 2015

 

December 31, 2014

 

Accounts receivable, net

 

$

 

$

3

 

Inventories

 

 

1

 

Other assets

 

2

 

2

 

Assets

 

2

 

6

 

Accrued expenses

 

2

 

9

 

Liabilities

 

2

 

9

 

Net Assets

 

$

 

$

(3

)

 

Included in the loss on sale of business for the quarter ended March 31, 2015 is customary working capital and other adjustments and the sale of our wholly-owned subsidiary in Russia.

 

Divestitures Reported as Discontinued Operations

 

In December 2013, we sold our Consumer Products business to KIK Custom Products Inc. (“KIK”) and in April 2013, we sold substantially all the assets of our Antioxidant business (the “Antioxidant Sale”) to SK Blue Holdings, Ltd. (“SK”), an affiliate of SK Capital Partners III, L.P., and Addivant USA Holdings Corp (“Addivant”).  During the three months ended March 31, 2015 and March 31, 2014, we recognized a pre-tax loss of  $1 million ($1 million after tax) and $5 million ($5 million after tax), primarily for transaction costs and post-closing adjustments and obligations which were recognized in loss on sale of discontinued operations, net of tax in the Consolidated Statement of Operations.