BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Note 2 — BUSINESS COMBINATIONS

Acquisition of APM

On September 1, 2022, the Company completed the acquisition of the DSM Protective Materials business, including the Dyneema® brand, the World's Strongest Fiber™. The ultra-light specialty fiber is stronger than steel and is used in demanding applications such as ballistic personal protection, marine and sustainable infrastructure, renewable energy, industrial protection and outdoor sports. The acquired business is collectively referred to as APM, and the acquisition is referred to as the APM Acquisition. The APM Acquisition enhances Avient's material offerings of composites and engineered fibers, and results are recognized within the Specialty Engineered Materials segment.

Total consideration paid by the Company to complete the APM Acquisition was $1.4 billion, net of cash acquired. Avient (i) incurred $575.0 million of borrowings under a new Senior Secured Term Loan due 2029 and (ii) issued $725.0 million aggregate principal of 7.125% Senior Notes due 2030 to finance a portion of the APM Acquisition. Avient subsequently used proceeds from the Distribution business sale and cash on hand to repay $950.0 million of debt in the fourth quarter of 2022. For additional details relating to the financing, refer to Note 6, Financing Arrangements.

The APM Acquisition is being accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805. As of December 31, 2022, the purchase accounting for the APM Acquisition is preliminary and purchase price allocation adjustments will be made through the end of the Company's measurement period, which is not to exceed one year from the acquisition date. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from the preliminary estimates.

The preliminary purchase price allocation is as follows:


(in millions)	September 1, 2022		Measurement period adjustments		December 31, 2022
Cash and cash equivalents	$	50.7	—		$	50.7
Accounts receivable	52.2		1.8		54.0

Inventories	136.2		(7.8)		128.4
Other current assets	2.0		—		2.0
Property	361.9		33.2		395.1
Intangible assets:
Indefinite-lived trade names	254.9		—		254.9
Customer relationships	198.7		(10.1)		188.6
Patents, technology, and other	275.1		—		275.1
Goodwill	277.1		119.4		396.5



Other non-current assets	12.3		—		12.3
Accounts payable	32.2		—		32.2

Current operating lease obligations	1.2		—		1.2
Accrued expenses and other current liabilities	11.7		0.3		12.0
Deferred tax liabilities	86.1		133.9		220.0
Non-current operating lease obligations	5.0		—		5.0
Noncontrolling interests	—		2.3		2.3
Other non-current liabilities	8.1		—		8.1
Total purchase price consideration	$	1,476.8	$	—	$	1,476.8

Definite-lived intangible assets that have been acquired have a preliminary useful life range of 17 to 20 years. Goodwill of $396.5 million resulting from the acquisition was recorded to the Specialty Engineered Materials segment. The goodwill recognized is primarily attributable to intangible assets that do not qualify for separate recognition and the deferred tax impact of applying purchase accounting. Goodwill is not deductible for tax purposes.

The amount of sales and loss from continuing operations before income taxes of APM since the acquisition date included in the Consolidated Statements of Income as of December 31, 2022 were $133.5 million and $17.3 million, respectively. The loss from continuing operations before income taxes includes $34.4 million of expense related to inventory step-up from the preliminary purchase price allocation, which is recorded in Cost of sales. Costs incurred in connection with the APM Acquisition were $16.6 million for the year ended December 31, 2022. These expenses are included within Selling and administrative expense on the Consolidated Statement of Income.

Had the APM Acquisition occurred on January 1, 2021, sales and income from continuing operations before income taxes on a pro forma basis would have been as follows:


	Year Ended December 31,
		2022		2021
Sales		$	3,653.0	$	3,712.0
Income from continuing operations before income taxes		112.8		97.6

The unaudited pro forma financial information has been calculated after applying our accounting policies and adjusting the historical results with pro forma adjustments that assume the APM Acquisition occurred on January 1, 2021. These unaudited pro forma results do not represent financial results realized, nor are they intended to be a projection of future results.

The pro forma income from continuing operations before income taxes for the years ended December 31, 2022 and 2021 gives effect to intangible amortization from the preliminary purchase price allocation and increased interest expense resulting from the APM Acquisition financing transactions. Additional adjustments are made to recast certain acquisition related costs to the beginning of the pro forma period. The pro forma income from continuing

operations before income taxes for the year ended December 31, 2021 includes expense related to the amortization of inventory step-up as well as transaction costs and bridge financing costs.