Business Combination (Tables)

9 Months Ended

Sep. 30, 2015

Summary of purchase consideration transferred

(in thousands)	Calculation of Purchase Price
Cash consideration	$	635,000
Stock consideration (1)	210,000
Warrant consideration (2)	19,020
Deferred payment (3)	17,172
Tax amortization benefit contingency (4)	145,174

Total purchase price	$	1,026,366

(1)

The Company issued 17,500,000 shares of common stock valued at $12.00 per share as of July 31, 2015.

(2)

As discussed above, the Company entered into a Warrant Purchase Agreement whereby it agreed to issue to Dow a certain number of warrants by April 30, 2016. The Company calculated the fair value of the 6,000,000 warrants expected to be issued to Dow at $3.17 per warrant as of July 31, 2015.

(3)

As discussed above, the Company agreed to pay Dow a deferred payment of $50 million subject to the achievement of a specified average adjusted EBITDA level over the two year period from January 1, 2016 to December 31, 2017. The Company estimated the fair value of the deferred payment using the Black-Scholes option pricing model.

(4)

As discussed above, the Company entered into a Tax Receivables Agreement with Dow. The Company estimated the fair value of future cash payments based upon its estimate that the undiscounted cash payments to be made total approximately $319 million and are based on an estimated intangible write-up amortized over 15 years, tax effected at 37%, with each amortized amount then discounted to present value utilizing an appropriate market discount rate to arrive at the estimated fair value of the cash payments and the associated liability.

Purchase price allocation

	Preliminary Purchase Price Allocation (in thousands)
Cash and cash equivalents	$	9,459
Accounts receivable and other receivables	30,710
Inventories	129,062
Prepaid expenses and other current assets	359

Total current assets	169,590
Property and equipment	4,364
Identifiable intangible assets	836,044
Noncurrent deferred tax asset	401
Other assets	862

Total identifiable assets acquired	1,011,261
Accounts payable	(364		)
Accrued and other current liabilities	(7,746		)
Pension and deferred compensation	(712		)
Other long-term liabilities	(1,823		)
Current deferred tax liability	(401		)
Deferred tax liability	(14,371		)
Other liabilities	(1,033		)

Net identifiable assets acquired	984,811
Goodwill	41,555

Total purchase price	$	1,026,366

Intangible assets acquired and useful lives

(in thousands, except useful life data)	Fair Value		Useful life
Software	$	44	4 years
Developed technology	790,500		12 to 23 years
Customer relationships	8,000		24 years
Service provider network	2,000		Indefinite Life
Trade name	35,500		Indefinite Life

Total intangible assets	$	836,044

Weighted average life of finite-lived intangible assets			19.89

Schedule of proforma condensed consolidated financial information

	(Unaudited) (in thousands)
	One month ended			Seven months ended			Three months ended		Nine months ended
	July 31, 2015 (pro forma)			July 31, 2015 (pro forma)			September 30, 2014 (pro forma)		September 30, 2014 (pro forma)
Net Sales	$	1,990		$	51,515		$	65,745	$	112,239
Net (loss) income	$	(5,870	)	$	(37,585	)	$	35,527	$	2,218