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Acquisition (Tables) | 3 Months Ended
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Mar. 31, 2017
Business Combinations [Abstract] |
Schedule of Business Acquisitions | The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition. The preliminary allocation of the consideration transferred is based on management's estimates, judgments and assumptions. When determining the fair values of assets acquired, liabilities assumed and noncontrolling interests of the acquiree, management made significant estimates, judgments and assumptions. These estimates, judgments and assumptions are subject to change upon final valuation and should be treated as preliminary values. Management estimated that consideration paid exceeded the fair value of the net assets acquired. Therefore, goodwill of $887,491 was recorded. The goodwill recognized is primarily attributable to synergies related to the Company's vinyls integration strategy that are expected to arise from the Merger. All of the goodwill is assigned to the Company's Vinyls segment. As a portion of the goodwill arising from the Merger is attributable to foreign operations, there will be a continuing foreign currency impact to goodwill in the financial statements.
|  | Final Purchase Consideration as of August 31, 2016
Closing stock purchase: |  |
Offer per share |  | $ | 33.00 |
Multiplied by number of shares outstanding at acquisition |  | 67,277 |
Fair value of Axiall shares outstanding purchased by the Company |  | 2,220,141 |
Plus: |  |
Axiall debt repaid at acquisition |  | 247,135 |
Seller's transaction costs paid by the Company (1) |  | 47,458 |
Total fair value of consideration transferred |  | 2,514,734 |
Fair value of Axiall share-based awards attributed to pre-combination service (2) |  | 11,346 |
Additional settlement value of shares acquired |  | 13,280 |
Purchase consideration |  | 2,539,360 |
Fair value of previously held equity interest in Axiall (3) |  | 102,300 |
Total fair value allocated to net assets acquired |  | $ | 2,641,660 |
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(1) | Transaction costs incurred by the seller included legal and advisory costs incurred for the benefit of Axiall's former shareholders and board of directors to evaluate the Company's initial Merger proposals, explore strategic alternatives and negotiate the purchase price.
(2) | The fair value of share-based awards attributable to pre-combination service includes the ratio of the pre-combination service performed to the original service period of the Axiall restricted share units and options, including related dividend equivalent rights.
(3) | Prior to the Merger, the Company owned 3.1 million shares in Axiall. The investment in Axiall was carried at estimated fair value with unrealized gains recorded as a component of accumulated other comprehensive loss in the consolidated balance sheet. The Company recognized a $49,080 gain for the investment in other income, net in the consolidated statements of operations upon gaining control.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The information below represents the preliminary purchase price allocation:
Cash |  | $ | 88,251 |
Accounts receivable (1) |  | 422,459 |
Income tax receivable |  | 55,193 |
Inventories |  | 306,158 |
Prepaid expenses and other current assets |  | 55,462 |
Property, plant and equipment |  | 3,134,741 |
Customer relationships (weighted average lives of 10.7 years) |  | 590,000 |
Other intangible assets: |  |
Trade name (weighted average lives of 6.8 years) |  | 50,000 |
Technology (weighted average lives of 5.4 years) |  | 41,500 |
Supply contracts and leases (weighted average lives of 6.3 years) |  | 27,288 |
Other assets |  | 98,708 |
Total assets acquired |  | 4,869,760 |
Accounts and notes payable |  | 255,232 |
Interest payable |  | 8,154 |
Income tax payable |  | 967 |
Accrued compensation |  | 44,186 |
Accrued liabilities |  | 152,550 |
Deferred income taxes |  | 985,128 |
Tax reserve non-current |  | 3,130 |
Pension and other post-retirement obligations |  | 311,106 |
Other liabilities |  | 99,848 |
Long-term debt |  | 1,187,290 |
Total liabilities assumed |  | 3,047,591 |
Total identifiable net assets acquired |  | 1,822,169 |
Noncontrolling interest |  | (68,000 | )
Goodwill |  | 887,491 |
Total fair value allocated to net assets acquired |  | $ | 2,641,660 |

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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1486-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=73530397&loc=d3e4845-128472 + Details
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