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Acquisitions and Divestitures | 12 Months Ended
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Dec. 31, 2019
Business Combinations [Abstract] |
Acquisitions and Divestitures | Note 4. Acquisitions and Divestitures Divestiture of Methylamines and Methylamides In December 2019, the Company entered into an asset purchase agreement with Belle Chemical Company (“Belle”), a subsidiary of Cornerstone Chemical Company, whereby Belle agreed to acquire the Methylamines and Methylamides business of Chemours’ Chemical Solutions segment for a negligible purchase price, subject to customary working capital and other adjustments, but not to exceed a loss on sale of $2. The Company completed the sale and, in December 2019, subsequent to working capital adjustments, received cash proceeds of $2. Prior to the completion of the sale, in the second half of 2019, the Company recorded accelerated depreciation of $34, which was recorded as a component of restructuring, asset-related, and other charges in the consolidated statements of operations. Upon completion of the sale, the Company also recorded an additional pre-tax loss on sale of $2, net of a benefit from working capital adjustments, in other expense, net in the consolidated statements of operations. Acquisition of Southern Ionics Minerals, LLC. In August 2019, the Company, through its wholly-owned subsidiary, The Chemours Company FC, LLC, entered into a Membership Interest Purchase Agreement to acquire all of the outstanding stock of Southern Ionics Minerals, LLC (“SIM”), for an estimated total consideration of approximately $25, which included customary working capital and other adjustments made within a specified time period. SIM is a privately-held minerals exploration, mining, and manufacturing company headquartered in Jacksonville, Florida. SIM mines and processes titanium and zirconium mineral sands, and this acquisition expands Chemours’ flexibility and scalability to internally source ore in the Company’s Titanium Technologies segment. The aggregate purchase price of $25 included an upfront payment of $10, an additional installment payment of $10, and contingent considerations with an estimated fair value of $5. The Company accounted for the acquisition of SIM as a business combination, and as such, all assets acquired and liabilities assumed were recorded at their estimated fair values. The purchase consideration has been primarily assigned to the property, plant, and equipment of the acquired business, and there is no goodwill associated with the transaction. These amounts were subject to further adjustment during the applicable measurement period as additional information was obtained, including the finalization of a third-party appraisal. The Company completed its assessment during the fourth quarter of 2019, and no subsequent adjustments were made to these amounts. The Company’s consolidated financial statements include SIM’s results of operations from August 1, 2019, the date of acquisition, through December 31, 2019. Net sales and net income (loss) attributable to Chemours contributed by SIM during this period were not material to the Company’s or its Titanium Technologies segment’s results of operations. Acquisition-related expenses amounted to less than $1 for the year ended December 31, 2019 and are included as a component of selling, general, and administrative expense in the consolidated statements of operations. Acquisition of ICOR International, Inc. In April 2018, the Company, through its wholly-owned subsidiary, The Chemours Company FC, LLC, entered into a Stock Purchase Agreement (“SPA”) to acquire all of the outstanding stock of ICOR International, Inc. (“ICOR”), a closely-held private company that produces, sells, and distributes replacement refrigerant gases for use in commercial, industrial, and automotive refrigerant applications. Pursuant to the terms of the SPA, the Company paid $37 in total consideration at closing in the all-cash acquisition, which included customary working capital and other adjustments made within a specified time period. The acquisition of ICOR complements the Company’s existing portfolio of product offerings within the Fluoroproducts segment, as well as provides the Company with access to ICOR’s established customer base and assembled workforce. The Company accounted for the acquisition of ICOR as a business combination, and as such, all assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of the consideration transferred over the fair value of the identifiable net assets acquired was recorded as goodwill within the Fluoroproducts segment, which represents the expected future benefits arising from the assembled workforce and other synergies to be realized from the acquisition of ICOR. The Company elected to treat the acquisition of ICOR as an asset acquisition under the Internal Revenue Code, and as such, expects that all of the related goodwill will be deductible for federal income tax purposes. The following table sets forth the Company’s fair value estimates of the assets acquired and liabilities assumed in the acquisition of ICOR, which were finalized during the fourth quarter of 2018.
|  | Fair Value At Acquisition Date |  |  | Measurement Period Adjustments |  |  | Adjusted Fair Value |  |  | Weighted-average Useful Life (in Years) |
Assets acquired: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts receivable - trade |  | $ | 4 |  |  | $ | — |  |  | $ | 4 |  |  |  |  |
Inventories |  |  | 8 |  |  |  | — |  |  |  | 8 |  |  |  |  |
Property, plant, and equipment |  |  | 1 |  |  |  | — |  |  |  | 1 |  |  |  |  |
Identifiable intangible asset: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer relationships (1) |  |  | 20 |  |  |  | 2 |  |  |  | 22 |  |  |  | 5 |
Total assets acquired |  |  | 33 |  |  |  | 2 |  |  |  | 35 |  |  |  |  |
Liabilities assumed: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  |  | 1 |  |  |  | — |  |  |  | 1 |  |  |  |  |
Other accrued liabilities |  |  | 1 |  |  |  | — |  |  |  | 1 |  |  |  |  |
Total liabilities assumed |  |  | 2 |  |  |  | — |  |  |  | 2 |  |  |  |  |
Total identifiable net assets acquired |  |  | 31 |  |  |  | 2 |  |  |  | 33 |  |  |  |  |
Goodwill (1) |  |  | 6 |  |  |  | (2 | ) |  |  | 4 |  |  |  |  |
Net assets acquired |  | $ | 37 |  |  | $ | — |  |  | $ | 37 |  |  |  |  |
| (1) | During the third quarter of 2018, the Company recorded a measurement period adjustment to its customer relationships based on an ongoing analysis associated with the preparation of a third-party appraisal.
The fair value of ICOR’s customer relationships was determined using the excess earnings method, which is a discounted cash flows approach. This method takes into account significant unobservable inputs and is a Level 3 fair value measurement within the fair value hierarchy. The use of this valuation methodology requires management to make various assumptions, including, but not limited to, assumptions about future profitability, cash flows, and discount rates applicable to the acquired business and, where applicable, market participants. These assumptions are based on management’s best estimates and include considerations related to management’s knowledge and experience, historical trends, general economic conditions, and other situational factors. The Company’s consolidated financial statements include ICOR’s results of operations from April 2, 2018, the date of acquisition, through December 31, 2018, as well as the year ended December 31, 2019. Net sales and net income (loss) attributable to Chemours contributed by ICOR during these periods were not material to the Company’s or its Fluoroproducts segment’s results of operations. Acquisition-related expenses amounted to less than $1 at December 31, 2018, and are included as a component of selling, general, and administrative expense in the consolidated statements of operations. Sale of Land in Linden, New Jersey In March 2016, the Company entered into an agreement to sell a 210-acre plot of land that formerly housed a DuPont manufacturing site located in Linden, New Jersey. The land was assigned to Chemours in connection with its separation from DuPont, and the Company completed the sale in March 2018 for a gain of $42 and net cash proceeds of $39. As part of the sales agreement, the buyer agreed to assume certain costs associated with ongoing environmental remediation activities at the site amounting to $3, which have been reflected as a component of prepaid expenses and other on the consolidated balance sheets. Chemours remains responsible for certain other ongoing environmental remediation activities at the site, which were previously accrued as a component of other liabilities on the consolidated balance sheets.

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