On November 12, 2018, we entered into an equity purchase agreement to acquire 100% of the capital stock of Sonneborn. The acquisition closed on February 1, 2019. Sonneborn is a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.

Aggregate consideration totaled $701.6 million and consisted of $662.7 million in cash paid at acquisition, net of cash acquired. Working capital settlement pursuant to the purchase agreement has been finalized.

This transaction is accounted for as a business combination using the acquisition method of accounting, with the purchase price allocated to the fair value of the acquired Sonneborn assets and liabilities as of the February 1 acquisition date, with the excess purchase price recorded as goodwill assigned to our Lubricants and Specialty Products segment.

The following summarizes our preliminary value estimates of the Sonneborn assets and liabilities acquired on February 1, 2019:



	(In millions)
Cash and cash equivalents	$	38.9
Accounts receivable and other current assets	58.6
Inventories	81.3
Properties, plants and equipment	166.1
Goodwill	283.6
Intangibles and other noncurrent assets	228.6
Accounts payable and accrued liabilities	(47.0		)
Deferred income tax liabilities	(84.5		)
Other long-term liabilities	(24.0		)
	$	701.6

The preliminary purchase price allocation resulted in the recognition of $283.6 million in goodwill, which relates to the established workforce and global market presence of the acquired business as well as the expected synergies to be gained upon combining with our existing operations to form an expanded lubricants and specialty products business.

Intangibles include customer relationships, trademarks, patents and technical know-how totaling $209.6 million that are being amortized on a straight-line basis over a 12-year period.

These values, including deferred taxes, are preliminary and, therefore, may change once we complete our valuations.

Our consolidated financial and operating results reflect the Sonneborn operations beginning February 1, 2019. Our results of operations for the three months ended June 30, 2019 included revenues and income before income taxes of $101.0 million and $5.4 million, respectively, and revenue and loss before income taxes of $165.4 million and $(1.7) million, respectively, for the period from February 1, 2019 through June 30, 2019 related to these operations.

As of June 30, 2019, we have incurred $16.2 million in incremental direct acquisition and integration costs that principally relate to legal, advisory and other professional fees and are presented as selling, general and administrative expenses.

The following unaudited pro forma information for the six months ended June 30, 2019 and the three and six months ended June 30, 2018 presents the revenues and operating income for our Lubricants and Specialty Products segment assuming the acquisition of Sonneborn had occurred as of January 1, 2018. The proforma effects on consolidated HFC revenue and operating income are not material.



	Three Months Ended June 30,		Six Months Ended June 30,
	2018		2019			2018
	(In thousands)
Sales and other revenues	$	567,814	$	1,070,930		$	1,107,869
Operating income ⁽¹⁾	$	38,027	$	(143,215	)	$	70,928

(1) For the six months ended June 30, 2019, includes goodwill impairment of $152.7 million from the PCLI reporting unit of our Lubricants and Specialty Products segment. See Note 1 for additional information on this goodwill impairment.