Crucial 2014 Annual Report Download - page 58

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56
Assets acquired and liabilities assumed:
Cash and equivalents $ 999
Receivables 697
Inventories 962
Restricted cash 557
Other current assets 142
Property, plant and equipment 935
Equity method investment 40
Intangible assets 10
Deferred tax assets 811
Other noncurrent assets 66
Accounts payable and accrued expenses (387)
Equipment purchase contracts (22)
Current portion of long-term debt (673)
Long-term debt (1,461)
Other noncurrent liabilities (75)
Total net assets acquired 2,601
Noncontrolling interests in MMJ 168
Consideration 949
Preliminary gain on acquisition recognized in 2013 1,484
Adjustment for primarily pre-petition liabilities (33)
Final gain on acquisition $ 1,451
Our results of operations for 2013 include $355 million of net sales and $46 million of operating income from the MMJ
Group's operations after the July 31, 2013 acquisition date. Included in the selling, general and administrative expenses in
results of operations for 2013 are transaction costs of $50 million incurred in connection with the MMJ Acquisition.
The acquisition of MMJ was pursuant to the terms and conditions of an Agreement on Support for Reorganization
Companies (as amended, the "Sponsor Agreement") that we entered into in July 2012 with the trustees of the MMJ Companies
pursuant to and in connection with the MMJ Companies' corporate reorganization proceedings under the Corporate
Reorganization Act of Japan. As a result of the Japan Proceedings, for so long as such proceedings are continuing, the MMJ
Companies are subject to certain restrictions on dividends, loans and advances. The plans of reorganization of the MMJ
Companies prohibit the MMJ Companies from paying dividends, including any cash dividends, to us and require that excess
earnings be used in their businesses or to fund the MMJ Companies' installment payments. These prohibitions would also
effectively prevent the subsidiaries of the MMJ Companies from paying cash dividends to us as any such dividends would have
to be first paid to the MMJ Companies which are prohibited from repaying those amounts to us as dividends under the plans of
reorganization. In addition, pursuant to an order of the Japan Court, the MMJ Companies cannot make loans or advances, other
than certain ordinary course advances, to us without the consent of the Japan Court. Moreover, loans or advances by
subsidiaries of the MMJ Companies may be considered outside the ordinary course of business and may require consent of
MMJ's trustees or, in certain cases, approval by the Japan Court. As a result, the assets of the MMJ Companies, while available
to satisfy the MMJ Companies' installment payments and other obligations, capital expenditures and other operating needs of
the MMJ Companies, are not available for use by us in our other operations. Certain uses of the assets of the MMJ Companies,
including investments in certain capital expenditures and in MMT, may require consent of MMJ's trustees or, in certain cases,
approval by the Japan Court. Disposition of certain assets of the MMJ Companies may also require consent of one or more of
the secured creditors.