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Business Combination (Details 2) - AgroFresh Inc.
$ / shares in Units, $ in Thousands
Jul. 31, 2015
USD ($)
$ / shares
shares
Business Acquisition [Line Items]  
Cash consideration $ 635,000
Stock consideration 210,000 [1]
Warrant consideration 19,020 [2]
VAT and transfer tax reimbursable to Dow 9,263 [3]
Working capital payment to Dow 15,057 [4]
Total purchase price $ 1,059,692
Number of shares issued as consideration (in shares) | shares 6,000,000
Contingent consideration $ 50,000 [5]
Period over which earnout is measured 2 years [5]
Deferred acquisition payment  
Business Acquisition [Line Items]  
Deferred payment $ 15,172 [5]
Contingent consideration $ 50,000
Period over which earnout is measured 2 years [5]
Tax amortization benefit contingency  
Business Acquisition [Line Items]  
Tax amortization benefit contingency $ 156,180 [6]
Contingent consideration $ 337,000 [3]
Period of amortization on estimated intangible write-up (in years) 15 years [3]
Tax effect rate 37.00% [3]
Common stock  
Business Acquisition [Line Items]  
Number of shares issued as consideration (in shares) | shares 17,500,000 [1]
Issue price of stock (in dollars per share) | $ / shares $ 12.00 [1]
Warrant purchase agreement  
Business Acquisition [Line Items]  
Issue price of warrants (in dollars per share) | $ / shares $ 3.17 [2]
[1] The Company issued 17.5 million shares of common stock valued at $12.00 per share as of July 31, 2015.
[2] In connection with the Business Combination, the Company entered into a Warrant Purchase Agreement whereby it agreed to issue to Dow a certain number of warrants. The Company calculated the fair value of the 6 million warrants expected to be issued to Dow at $3.17 per warrant as of July 31, 2015.
[3] Pursuant to the Purchase Agreement, the Company is required to reimburse Dow for any value-added or transfer taxes paid by Dow in conjunction with the Business Combination.
[4] Pursuant to the terms of the Purchase Agreement, the amount of the Cash Consideration paid as part of the purchase price is subject to adjustment following the Closing based upon the working capital of the AgroFresh Business as of the Closing Date being greater or less than a target level of working capital determined in accordance with the Purchase Agreement.
[5] Pursuant to the Purchase Agreement, the Company agreed to pay Dow a deferred payment of $50 million subject to the achievement of a specified average Business 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.
[6] In connection with the Business Combination, 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 $337.0 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.