Acquisitions

DuPont Crop Protection

On March 31, 2017, we entered into a definitive Transaction Agreement (the “Transaction Agreement”) with E. I. du Pont de Nemours and Company (“DuPont"). On November 1, 2017, pursuant to the terms and conditions set forth in the Transaction Agreement, we completed the acquisition of certain assets relating to DuPont's Crop Protection business and research and development ("R&D") organization ("DuPont Crop Protection Business") (collectively, the "Acquisition"). In connection with this transaction, we sold to DuPont our FMC Health and Nutrition segment and paid DuPont $1.2 billion in cash. The Transaction Agreement also contained a provision for working capital adjustments. Beginning in the fourth quarter of 2017, the DuPont Crop Protection Business will be integrated into our FMC Agricultural Solutions segment and included within our results of operations. The Acquisition was partially funded with the 2017 Term Loan Facility which was secured for the purposes of the Acquisition. See Note 9 for more details.

In connection with the Acquisition, we entered into a customary transitional services agreement with DuPont to provide for the orderly separation and transition of various functions and processes. These services will be provided by DuPont to us for up to 24 months after closing, with an optional six months extension. These services include information technology services, accounting, human resource and facility services among other services, while we assume the operations of the DuPont Crop Protection Business.

We will apply acquisition accounting under the U.S. GAAP business combinations guidance. Acquisition accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The net assets of the Acquisition will be recorded at the estimated fair values using primarily Level 2 and Level 3 inputs (see Note 16 for an explanation of Level 2 and Level 3 inputs). In valuing acquired assets and assumed liabilities, valuation inputs include an estimate of future cash flows and discount rates based on the internal rate of return and the weighted average rate of return.

We have not completed the detailed valuation work necessary to determine the estimates of the fair value of the acquired assets and assumed liabilities. As a result, we have not determined the preliminary allocation of the purchase price. We also have not completed the detailed analysis to present the pro forma financial information for the combined businesses. As such, both the preliminary allocation of the purchase price as well as the pro forma financial information will be included in our future filings. Certain manufacturing sites and a R&D site will be transferred to us at a later date due to various local timing constraints; however, we will still obtain the economic benefit from these sites during the period from November 1, 2017 to when the sites legally transfer. No additional consideration will be paid at the date of transfer.

In the third quarter, both the European Commission and Competition Commission of India had conditionally approved our acquisition of certain assets of DuPont’s Crop Protection business. The Acquisition was conditioned upon us divesting the portfolio of products required by the respective remedies. These remedies are expected to impact FMC Agricultural Solutions’ annual 2018 operating profit by approximately $15 million. We are in active negotiations to divest the portfolio of products required by the European Commission within the required timeframe.

Acquisition-related charges

Pursuant to US GAAP, costs incurred associated with the acquisitions are expensed as incurred. The following table summarizes the costs incurred associated with these activities.



	Three Months Ended September 30				Nine Months Ended September 30
(in Millions)	2017		2016		2017		2016
Acquisition-related charges - DuPont
Legal and professional fees ⁽¹⁾	$	48.8	$	—	$	78.7	$	—
Acquisition-related charges - Cheminova ⁽²⁾
Legal and professional fees ⁽¹⁾	—		4.4		—		16.8
Total acquisition-related charges ⁽³⁾	$	48.8	$	4.4	$	78.7	$	16.8

Restructuring charges and asset disposals
Cheminova restructuring	$	—	$	5.8	$	—	$	14.7
Total Cheminova restructuring charges ^{(3) (4)}	$	—	$	5.8	$	—	$	14.7

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(1)	Represents transaction costs, costs for transitional employees, other acquired employee related costs and integration-related legal and professional third-party fees. These charges are recorded as a component of “Selling, general and administrative expense" on the condensed consolidated statements of income (loss).


(2)	For more information on the acquisition-related charges for Cheminova, refer to Note 3 to the consolidated financial statements included within our 2016 Form 10-K.


(3)	Acquisition-related charges and restructuring charges to integrate Cheminova with FMC Agricultural Solutions were completed at the end of 2016.


(4)	See Note 8 for more information. These charges are recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss).