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Subsequent Events | 12 Months Ended
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Dec. 31, 2018
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events The LTG acquisition closing was effective January 1, 2019. The Company previously owned approximately 32.5% of LTG, and paid cash and stock valued at approximately $324 million for the remaining equity. The Company paid $201 million in cash, which included an initial working capital adjustment of $33 million, and issued 4.1 million unregistered shares valued at approximately $123 million. In addition, it issued approximately 280 thousand unregistered shares and may issue up to approximately 370 thousand additional unregistered shares to replace existing unvested incentive compensation and fund employee retention payments. The transaction also results in the consolidation of Thompsons Limited of Ontario, Canada and related entities, which LTG and the Company have jointly owned. Additionally, the Company assumed approximately $160 million of long-term debt and approximately $125 million of line of credit borrowings of LTG and Thompsons. The line of credit borrowings are considered within working capital assumed. The acquisition adds complementary assets with greater scale that significantly expands the Company's reach in the agricultural marketplace. In 2018, the Company incurred $6.5 million of transaction costs, recorded within Operating, administrative and general expenses. The Company's purchase price valuation efforts are still in progress and, as such, the gain/loss calculation related to its preexisting investments in LTG and Thompsons have not been completed. During 2018, LTG paid penalties and fines to regulatory entities for the settlement of matters which focused on certain trading activity of LTG. As a result of the trading activity that led to the settlements, LTG has pending non-regulatory litigation claims outstanding; however, after considering the facts and circumstances LTG determined that no provision was required in 2018. As a result of the acquisition in early 2019, the Company will assume this exposure, subject to certain holdback amounts within the acquisition agreement. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, the Company makes provisions for potential liabilities when its deemed probable and reasonably estimable. These provisions are based on current information and legal advice and are adjusted from time to time according to developments. The Company does not expect the outcome of these proceedings, when the holdback amounts within the agreement are considered, to have a material adverse effect on its financial condition or results of operations. Due to their inherent uncertainty, however, there can be no assurance as to the ultimate outcome of current or future litigation, proceedings, inquiries, investigations or claims and it is possible that one or more such proceedings could result in fines and penalties that could adversely affect our business, consolidated financial position, results of operations, or cash flows in a particular period. On January 11, 2019, the Company entered into a new credit agreement. The agreement provides for unsecured borrowings of up to $1,650 million. This amount is comprised of a 5-year revolving credit facility in the amount of $900 million, a 364-day revolving credit facility in the amount of $250 million, a 5-year term loan in the amount of $250 million, and a 7-year term loan in the amount of $250 million. The 5-year revolving credit facility will replace the Company's current $800 million revolving line of credit. A portion of the term loan will be used to pay down debt assumed in the LTG acquisition. Borrowings under the new credit facility bear interest at variable interest rates, which are based on LIBOR plus an applicable spread. Payments on the term loans will be made on a quarterly basis.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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