Business combinations

9 Months Ended

Sep. 30, 2020

3. Business combinations

2019 Acquisition

Acquisition of Nexeo Solutions

On February 28, 2019, the Company completed an acquisition of 100% of the equity interest of Nexeo Solutions, Inc. (“Nexeo”), a leading global chemicals and plastics distributor. The acquisition expanded and strengthened Univar Solutions’ presence in North America and provides expanded opportunities to create the largest North American sales force in chemical and ingredients distribution and the broadest product offering.

The total purchase price of the acquisition was $1,814.8 million, composed of $1,201.0 million of cash paid (net of cash acquired of $46.8 million) and $613.8 million of newly issued shares of Univar Solutions common stock, which represented approximately 26.4 million shares, based on Univar Solutions’ closing stock price of $23.29 on February 27, 2019. The final 26.4 million shares issued include the cancellation of 1.5 million shares in connection with the appraisal litigation settlement during the second quarter of 2019.

As of March 31, 2020, the Company updated the purchase price allocation to reflect final deferred income tax adjustments, resulting in a $7.0 million increase to goodwill. The accounting for this acquisition was complete as of March 31, 2020.

The final purchase price allocation is shown below:


(in millions)	As of December 31, 2019		Measurement Period Adjustments		Final March 31, 2020
Trade accounts receivable, net	$	296.3	$	—	$	296.3
Inventories	150.2		—		150.2
Prepaid expenses and other current assets	65.4		(1.2)		64.2
Assets held for sale	888.2		—		888.2
Property, plant and equipment, net	262.3		—		262.3
Goodwill	555.7		7.0		562.7
Intangible assets, net	138.7		—		138.7
Other assets	37.4		(0.4)		37.0
Trade accounts payable	(137.7)		—		(137.7)
Other accrued expenses	(145.8)		1.3		(144.5)
Liabilities held for sale	(221.5)		—		(221.5)
Deferred tax liabilities	(4.2)		(6.7)		(10.9)
Other long-term liabilities	(70.2)		—		(70.2)
Purchase consideration, net of cash	$	1,814.8	$	—	$	1,814.8

Assets and liabilities held for sale are related to the Nexeo plastics distribution business (“Nexeo Plastics”). Nexeo Plastics was not aligned with the Company’s strategic objectives and, on March 29, 2019, the business was sold for total net proceeds of $664.3 million. Refer to “Note 4: Discontinued operations and dispositions” for further information.

The Company recorded $562.7 million of goodwill, consisting of $547.1 million in the USA segment, $3.8 million in Canada and $11.8 million in LATAM. The goodwill is primarily attributable to expected synergies from combining operations. The Company expects approximately $76.0 million of goodwill to be deductible for income tax purposes.

The Company assumed 50.0 million warrants, equivalent to 25.0 million Nexeo shares, with an estimated aggregate fair value of $26.0 million at the February 28, 2019 closing date. The warrants were converted into the right to receive, upon exercise, the merger consideration consisting of approximately 7.6 million shares of Univar Solutions common stock plus cash. The warrants have an exercise price of $27.80 and will expire on June 9, 2021. The warrants are recorded as other accrued expenses within the condensed consolidated balance sheet. Refer to “Note 15: Fair value measurements” for more information.