Business Combinations

3 Months Ended

Mar. 31, 2020

Business Combinations

Business Combinations

17. Business Combinations

On June 28, 2019, the Company completed the acquisition of Nueva Fábrica Nacional de Vidrio, S. de R.L. de C.V. (“Nueva Fanal”) from Grupo Modelo, an affiliate of Anheuser-Busch InBev SA/NV for a total purchase price of approximately $188 million. The Company financed this acquisition with debt. The Nueva Fanal facility is located near Mexico City, Mexico. Currently, this plant has three furnaces to produce and supply approximately 240,000 tons of glass containers annually for Grupo Modelo brands, such as Corona, for local and global export markets. This acquisition increases the Company’s presence in the Mexican glass packaging market.

Nueva Fanal’s operating results are included in the Company’s Consolidated Financial Statements from the acquisition date as part of the Americas segment. The acquisition qualifies as a business combination and will be accounted for using the acquisition method of accounting.

The total purchase price will be allocated to the tangible and identifiable intangible assets and liabilities based upon their respective fair values. The aggregate purchase price was preliminarily allocated to the Company’s balance sheet as of March 31, 2020, and has not yet been finalized because the Company has not yet completed the valuation of the acquired property, plant and equipment and the related depreciation periods. The Company expects that the purchase price allocation process will be completed no later than the second quarter of 2020. The following table summarizes the preliminary estimates of fair value of the assets acquired and liabilities assumed on June 28, 2019 and subsequent adjustments identified through the ongoing purchase price allocation process and recorded through the measurement period:

		June 28, 2019		Measurement Period Adjustments		March 31, 2020
Accounts receivable	$	42	$	—	$	42
Inventory		17				17
Goodwill				18		18
Intangibles		35		(32)		3
Net property, plant and equipment		129		32		161
Total assets acquired		223		18		241
Accounts payable		25		1		26
Accrued liabilities		3		(1)		2
Deferred tax liabilities				25		25
Net assets acquired	$	195	$	(7)	$	188

This acquisition did not meet the thresholds for a significant acquisition and therefore no pro forma financial information is presented.