Subsequent Events Subsequent Events

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events:

On October 31, 2019, we completed the previously announced acquisition of a 60% interest in MRL’s Wodgina Project for a total purchase price of $1.3 billion. The purchase price is comprised of $820 million in cash, subject to certain adjustments, and the transfer of 40% interest in certain lithium hydroxide conversion assets being built by Albemarle in Kemerton, Western Australia, expected to be valued at $480 million. The cash consideration was funded by the 2019 Credit Facility entered into on August 14, 2019, see Note 8, “Long-Term Debt,” for further details.

In addition, we have formed an unincorporated joint venture with MRL for the exploration, development, mining, processing and production of lithium and other minerals (other than iron ore and tantalum) from the Wodgina Project and for the operation of the Kemerton assets. We are entitled to a pro rata portion of 60% of all minerals (other than iron ore and tantalum) recovered from the tenements and produced by the joint venture. These undivided interests will be accounted for using the proportionate consolidation method and our proportionate share of assets, liabilities, revenue and expenses will be included in the appropriate classifications in the condensed consolidated financial statements. As part of this acquisition,

MARBL Lithium Operations Pty. Ltd. (the “Manager”), an incorporated joint venture, has been formed to manage the Wodgina Project. We will consolidate our 60% ownership interest in the Manager in our condensed consolidated financial statements.

Included in Selling, general and administrative expenses on our consolidated statements of income for the three and nine months ended September 30, 2019 is $1.3 million and $4.4 million, respectively, of costs directly related to this acquisition.

As this acquisition was completed on October 31, 2019, the preliminary fair value of the assets acquired and liabilities assumed are not recorded in the Company’s consolidated balance sheet as of September 30, 2019. The preliminary fair value of these assets and liabilities, as well as the results of operations of the formed joint venture, will be recorded in the fourth quarter of 2019. The Company has not completed the detailed valuation work necessary to arrive at the required estimates of the fair value of the assets acquired and liabilities assumed and the related allocation of purchase price.