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Acquisition (Tables)
6 Months Ended 12 Months Ended
Jun. 30, 2012
Jun. 30, 2012
CVR Energy, Inc. [Member]
Dec. 31, 2011
Tropicana [Member]
Business Acquisition, Pro Forma Information
The Wynnewood Acquisition was accounted for under the purchase method of accounting and, as such, CVR's results of operations include GWEC's results from operations from the periods commencing December 16, 2011. The unaudited pro forma condensed financial information presented below include the historical results of operations of CVR for the six months ended June 30, 2011 as adjusted for the pro forma effects of the acquisition of GWEC by CVR as if CVR had acquired GWEC on January 1, 2011. The unaudited pro forma financial information do not necessarily represent what would have occurred if the transaction had taken place in the respective periods and should not be taken as representative of our future consolidated results of operations.
 
Six months ended June 30,
 
2012
 
2011
 
(in millions)
Revenues
$
9,547

 
$
10,061

Net income
490

 
1,385

Net income attributable to Icahn Enterprises Holdings
262

 
682

   
Schedule of Purchase Price Allocation  
The following table summarizes the consideration paid for CVR and amounts of the estimated fair values of identifiable assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in CVR as of May 4, 2012:
 
May 4, 2012
 
(in millions)
Cash paid for acquisition of CVR
$
1,754

IEP Parties equity interest in CVR prior to acquisition of controlling interest(1)
378

   Total purchase price
$
2,132

 
 
Preliminary purchase price allocation:
 
Property, plant and equipment
$
2,587

Intangible assets
358

Debt
(912
)
Deferred tax liabilities
(827
)
Other assets and liabilities, net
805

   Fair value of identifiable net assets acquired
2,011

   Fair value of non-controlling interests
(773
)
   Goodwill
894

 
$
2,132

(1) Based on the Offer price of $30 per share of CVR common stock.
The following table summarizes the fair value of the assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in Tropicana as of November 15, 2010:


 
Fair Value at
November 15,
2010
 
  
(in millions)
 
Cash and cash equivalents
$
164

 
Restricted cash
18

 
Accounts receivable, net
35

 
Property, plant and equipment, net
424

 
Intangible assets, net
79

 
Other assets
86

 
Assets Acquired
806

 
Accounts payable
62

 
Accrued expenses and other liabilities
97

 
Debt
134

 
Liabilities Assumed
293

 
Fair value of Tropicana net assets acquired
513

 
Fair value of Tropicana non-controlling interests
237

(1
)
Fair value of net assets acquired by our Investment segment
276

 
Less: acquisition-date fair value of previously held equity interest in Tropicana
251

 
Less: cost of shares of Tropicana common stock purchased on November 15, 2010
9

 
Fair value basis upon acquisition of controlling interest in Tropicana
260

 
Gain on acquisition
$
16

(2
)
(1)
Fair value of non-controlling interests was based on the fair value of Tropicana's equity multiplied by 48.55%, the portion owned by the non-controlling interests, less a discount of 5% attributed to the lack of control and marketability due to the fact that non-controlling interests are held by public shareholders who do not have the ability to directly affect the cash flows of Tropicana. The 5% discount was based on the average trading price of all U.S. closed-end funds compared to their net asset values as of November 15, 2010 (date of acquisition).
(2)
Included in other income (loss), net in our consolidated statements of operations.