XML 42 R22.htm IDEA: XBRL DOCUMENT v2.4.0.8
Business Combinations (Tables)
9 Months Ended
Sep. 30, 2014
Business Acquisition [Line Items]  
Business Acquisition, Pro Forma Information
(In millions)
Nine Months Ended September 30, 2013
Sales
$
3,065.6

Net income from continuing operations attributable to PolyOne common shareholders
$
73.8

Spartech [Member]
 
Business Acquisition [Line Items]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The Spartech purchase price was comprised of the following:
(In millions, except stock price and share data)
 
Spartech shares outstanding
31.2

Spartech restricted stock units
0.2

Spartech shares converted
31.4

Exchange ratio
0.3167

PolyOne shares issued
10.0

PolyOne closing stock price on March 13, 2013
$
25.05

      Total value of PolyOne shares issued
$
249.9

Cash consideration transferred to Spartech shareholders
83.4

Fair value of Spartech equity awards, net of deferred tax benefits (1)
2.4

      Total consideration transferred to Spartech equity holders
335.7

Spartech revolving credit facilities repaid at close (2)
77.2

Spartech senior notes repaid at close (2)
102.3

      Total consideration transferred to debt and equity holders
515.2

Cash acquired
(4.1
)
      Total consideration transferred to debt and equity holders, net of cash acquired
$
511.1

(1) In accordance with ASC 718, Compensation Stock Compensation, the fair value of replacement awards attributable to pre-combination service is recognized as part of the purchase consideration. The $2.4 million represents the fair value of Spartech replacement equity awards of $3.9 million net of deferred tax benefits of $1.5 million. The fair value of awards attributable to post-combination service amounted to $2.7 million and is being recognized as stock compensation expense over their requisite service periods within PolyOne's Condensed Consolidated Statements of Income.
(2) In accordance with the provisions of Spartech's 7.08% senior notes due 2016 and revolving credit facilities, at the time of closing, PolyOne repaid all borrowings under Spartech's revolving credit facilities, which amounted to $77.2 million. Additionally, PolyOne repaid $102.3 million related to Spartech's 7.08% senior notes due 2016, including $88.9 million of aggregate principal, $10.3 million of make-whole provisions and $3.1 million of interest payable.
The following table summarizes the final Spartech purchase price allocation:
(In millions)
 
Accounts receivable
$
139.7

Inventories
114.4

Other current assets
18.6

Property
280.3

Other non-current assets
19.6

Intangible assets
44.6

Goodwill
162.6

     Total assets acquired
779.8

Short-term and current portion of long-term debt
0.5

Accounts payable
105.0

Accrued expenses and other liabilities
43.1

Long-term debt
11.0

Other non-current liabilities
109.1

     Total liabilities assumed
268.7

          Net assets acquired
$
511.1