Acquisition of Jamalco

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc. ("CAJH"), completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited ("GAHL"), the indirect holder of a 55% interest in Jamalco, an unincorporated joint venture engaged in bauxite mining and alumina production in Jamaica. The remaining 45% interest in Jamalco is owned by CAP, which is owned by the Government of Jamaica. The results of operations have been included in the consolidated financial statements since the acquisition date. The purchase price of the acquisition was $1.00, primarily due to the seller experiencing financial distress following curtailment of Jamalco's operations in the second half of 2021 due to a facility fire, with operations restarting in the second half of 2022.

The acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with ASC 805 - Business Combinations, resulting in the Company recognizing the assets and liabilities at fair value with the excess over fair value of consideration transferred to the seller presented as a bargain purchase gain of $245.9 million recognized within the Consolidated Statements of Operations for the six months ended June 30, 2024. During the first quarter of 2024, the Company finalized the Jamalco purchase price allocation and recognized measurement period adjustments, which primarily resulted from third-party valuation adjustments to risk premiums, reducing the value of property, plant and equipment by $29.0 million. This reduction in value of property plant and equipment resulted in a corresponding reduction to the bargain purchase gain of $29.0 million decreasing the value of the previously recognized bargain purchase gain of $273.4 million as of

December 31, 2023 to $245.9 million as of March 31, 2024. The Company finalized its purchase accounting as of March 31, 2024.

The following table represents the allocation of the estimated fair value of identified assets acquired, liabilities assumed and noncontrolling interest at the date of acquisition:


Purchase price allocation	Amount
Identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	19.4
Restricted cash	8.3
Accounts receivable - net	7.7
Non-trade receivables	40.4
Inventories	103.9
Prepaid and other current assets	4.2
Property, plant and equipment - net	217.2
Other assets	26.1
Accounts payable, trade	(94.6)
Accrued and other current liabilities	(29.5)
Other liabilities	(36.5)
Asset retirement obligation	(23.9)
Total identifiable net assets acquired and liabilities assumed	242.7
Less: noncontrolling interest	(3.2)
Bargain purchase gain	$	245.9

The following unaudited pro forma financial information reflects the results of operations of the Company for the three and six months ended June 30, 2023 as if the acquisition of Jamalco had been completed on January 1, 2023. This unaudited pro forma financial information has been prepared for informational purposes and is not necessarily indicative of the actual consolidated results of operations had the acquisition been completed on January 1, 2023, nor is the information indicative of future results of operations of the combined companies.


	Three months ended June 30, 2023		Six months ended June 30, 2023

Revenue	$	595.3		$	1,177.6
Earnings	6.7			(33.0)