Business Held for Sale

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

BUSINESS HELD FOR SALE

On July 25, 2024, the Company entered into a Stock and Asset Purchase Agreement to sell the majority of its Grain & Protein (“G&P”) business, which includes the GSI®, Automated Production® (AP), Cumberland®, Cimbria® and Tecno® brands for a purchase price of $700.0 million, subject to customary working capital and other adjustments. As of June 30, 2024, the business met the criteria to be classified as held for sale. The Company recognizes assets and liabilities held for sale at the lower of carrying value or fair market value less costs to sell. The fair market value less costs to sell of the disposal group is evaluated at each reporting period to determine if it has changed, and any subsequent changes are recognized as a gain or loss with a corresponding adjustment to the carrying amount of the disposal group. The loss on business held for sale will be finalized in the fourth quarter upon the closing of the transaction based on the carrying value of the disposal group at the date of

sale. The Company determined the intended sale of the G&P business does not represent a strategic shift that will have a major effect on the consolidated results of operations, and therefore results of this business were not classified as discontinued operations. The results of the G&P business are included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments. As of September 30, 2024, the Company recognized a loss on business held for sale of $497.8 million, which represents the estimated loss on the business held for sale, and is included within “Loss on business held for sale” in the Company's Condensed Consolidated Statements of Operations. The estimated loss includes $71.6 million of cumulative translation adjustment losses related to the assets expected to be divested and an estimate of costs to sell the business. On November 1, 2024, the Company completed the previously announced sale of the Company’s G&P business to A-AG Holdco Limited, an affiliate of American Industrial Partners. Additionally, on November 1, 2024, the Company repaid the $500.0 million outstanding under the Term Loan Facility and $150.0 million outstanding under the Credit Facility utilizing proceeds from the sale of the Company’s G&P business. Refer to Note 9 for further information.

The major categories of assets and liabilities of the business classified as held for sale as of September 30, 2024 were as follows:


	September 30, 2024
Current assets held for sale:
Cash and cash equivalents	$	20.0
Accounts and notes receivable, net	191.6
Inventories, net	180.2
Other current assets	25.2
Total current assets held for sale	417.0
Property, plant and equipment, net	101.9

Right-of-use lease assets	14.8
Other assets	9.7
Intangible assets, net	114.6
Goodwill	218.0
Total assets held for sale	$	876.0

Current liabilities held for sale:
Accounts payable	$	92.5
Accrued expenses	111.2
Other current liabilities	55.9
Total current liabilities held for sale	259.6

Deferred tax liabilities	11.1

Operating lease liabilities	10.5
Other noncurrent liabilities	5.3
Total liabilities held for sale	$	286.5

Disposal group, net	$	589.5