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Acquisitions and Other Transactions
12 Months Ended
Dec. 31, 2012
Acquisitions and Other Transactions  
Acquisitions and Other Transactions

6.       ACQUISITIONS AND OTHER TRANSACTIONS

 

All of the acquisitions described below are being accounted for as business combinations and are consistent with the Company's strategy to expand in selected geographic areas.

 

The estimates of the fair value of the assets acquired and liabilities assumed at the date of the applicable acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, including contingent consideration, and residual goodwill and the related tax impact. The fair values of these net assets acquired are based on management's estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. During the measurement period, the Company will adjust assets and/or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the revised estimated values of those assets and/or liabilities as of that date. The effect of measurement period adjustments to the estimated fair values is reflected as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments are included in current period earnings. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the intangible assets and/or goodwill, or require acceleration of the amortization expense of intangible assets in subsequent periods. During the year ended December 31, 2012, the Company made certain purchase accounting measurement period adjustments related to several acquisitions and therefore retrospectively adjusted the fair value of the assets acquired and liabilities assumed in the consolidated balance sheet as of December 31, 2011.

 

Impact of current year acquisitions—The Company typically acquires communications sites from wireless carriers or other tower operators and subsequently integrates those sites into its existing portfolio of communications sites. The financial results of the Company's acquisitions have been included in the Company's consolidated statements of operations for the year ended December 31, 2012 from the date of acquisition. The date of acquisition, and by extension the point at which the Company begins to recognize the results of an acquisition may be dependent upon, among other things, the receipt of contractual consents, the commencement and extent of leasing arrangements and the timing of the transfer of title or rights to the assets, which may be accomplished in phases. For sites acquired from communication service providers, these sites may never have been operated as a business and were utilized solely by the seller as a component of their network infrastructure. An acquisition, depending on its size and nature, may or may not involve the transfer of business operations or employees.

 

The Company reviewed the acquisitions completed during the year ended December 31, 2012 and determined that no single acquisition was material in nature. The Company estimates that the impact of the acquisitions in the aggregate on the revenues of the Company's domestic and international rental and management segments for the year ended December 31, 2012 was approximately $3.8 million and $42.9 million, respectively. Additionally, the Company estimates that the impact of the acquisitions in the aggregate on the gross margin of the Company's domestic and international rental and management segments for the year ended December 31, 2012 was approximately $2.8 million and $20.4 million, respectively. The estimated revenue and gross margin amounts also reflect incremental revenues from the addition of new tenants to the acquired sites subsequent to the date of acquisition. Incremental amounts of segment selling, general, administrative and development expense have not been reflected as the amounts attributable to acquisitions are not comparable for the reasons noted above.

South Africa Acquisition—On November 4, 2010, the Company entered into a definitive agreement with Cell C (Pty) Limited (“Cell C”) to purchase up to approximately 1,400 existing communications sites, and up to 1,800 additional communications sites that either are under construction or may be constructed, for an aggregate purchase price of up to approximately $430.0 million.  On March 8, 2011, July 25, 2011 and December 14, 2011, the Company completed the purchase of 959, 329 and 76 existing communications sites, respectively, through its local South African subsidiary for an aggregate purchase price of $214.5 million (including contingent consideration of $2.6 million and value added tax of $12.3 million), using cash on hand, local financing and funds contributed by South African investors who currently hold an approximate 25% non-controlling interest in the Company's South African subsidiary.

 

Under the terms of the purchase agreement, legal title to certain of the communications sites acquired on December 14, 2011 will be transferred upon fulfillment of certain conditions by Cell C. Prior to the fulfillment of these conditions, the Company will operate and maintain control of these communications sites, and accordingly, reflect these sites in the allocation of purchase price and the consolidated operating results.

The agreement with Cell C requires the Company to make a one-time payment based on the annualized rent for each collocation installed for a specific wireless carrier on the acquired communications sites occurring within a four-year period after the initial closing date. Based on current estimates, the Company estimates the value of the remaining potential contingent consideration payments required to be made under the agreement to be between zero and $2.0 million and is estimated to be $1.9 million using a probability-weighted average of the expected outcomes at December 31, 2012. The Company has previously made payments under this arrangement of $8.7 million. During the year ended December 31, 2012, the Company recorded an increase in fair value of $3.9 million as other operating expenses in the consolidated statements of operations.

 

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Current assets $12,262 $12,262
Property and equipment 81,052 82,225
Intangible assets (3) 118,502 118,781
Current liabilities (74) (74)
Other non-current liabilities (31,418) (32,908)
Fair value of net assets acquired $180,324 $180,286
Goodwill (4) 34,159 34,197
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Consists of customer-related intangibles of approximately $105.0 million and network location intangibles of approximately $13.5 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(4)The Company expects that the goodwill recorded will not be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Pursuant to the agreement with Cell C entered into on November 4, 2010, the Company completed the purchase of an additional 197 and 39 communications sites on July 31, 2012 and August 31, 2012, respectively, for an aggregate purchase price of $35.0 million (including value added tax of $4.3 million). Under the terms of the agreement, legal title to certain of the communications sites acquired will be transferred upon fulfillment of certain conditions by Cell C. Prior to the fulfillment of these conditions, the Company will operate and maintain control of these communications sites, and accordingly, reflect these sites in the allocation of purchase price and the consolidated operating results.

The following table summarizes the preliminary allocation of the aggregate purchase price consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Preliminary Purchase Price Allocation
Current assets  $4,295
Non-current assets  340
Property and equipment  16,375
Intangible assets (1)  10,709
Other non-current liabilities (2,552)
Fair value of net assets acquired  $29,167
Goodwill (2)  5,809
      
      
(1)Consists of customer-related intangibles of approximately $8.5 million and network location intangibles of approximately $2.2 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will not be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Brazil Acquisition—On March 1, 2011, the Company acquired 100% of the outstanding shares of a company that owned 627 communications sites in Brazil for $553.2 million, which was subsequently increased to $585.4 million as a result of acquiring 39 additional communications sites during the year ended December 31, 2011. During the year ended December 31, 2012, the purchase price was reduced to $585.3 million after certain post-closing purchase price adjustments.

 

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

 

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Current assets (3) $9,922 $9,922
Non-current assets 71,529 98,047
Property and equipment 83,539 86,062
Intangible assets (4) 368,000 288,000
Current liabilities (5,536) (5,536)
Other non-current liabilities (5) (38,519) (38,519)
Fair value of net assets acquired $488,935 $437,976
Goodwill (6) 96,395 147,459
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Includes approximately $7.7 million of accounts receivable, which approximates the value due to the Company under certain contractual arrangements.
(4)Consists of customer-related intangibles of approximately $250.0 million and network location intangibles of approximately $118.0 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(5)Other long-term liabilities includes contingent amounts of approximately $30.0 million primarily related to uncertain tax positions related to the acquisition and non-current assets includes $24.0 million of the related indemnification asset.
(6)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Brazil – Vivo AcquisitionOn March 30, 2012, the Company entered into a definitive agreement to purchase up to 1,500 towers from Vivo S.A. (“Vivo”). Pursuant to the agreement, on March 30, 2012, the Company purchased 800 communications sites for an aggregate purchase price of $151.7 million. On June 30, 2012, the Company purchased the remaining 700 communications sites for an aggregate purchase price of $126.3 million, subject to post-closing adjustments. In addition, the Company and Vivo amended the asset purchase agreement to allow for the acquisition of up to an additional 300 communications sites by the Company, subject to regulatory approval. On August 31, 2012, the Company purchased an additional 192 communications sites from Vivo for an aggregate purchase price of $32.7 million, subject to post-closing adjustments.

The following table summarizes the preliminary allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Preliminary Purchase Price Allocation
Non-current assets $24,460
Property and equipment 138,959
Intangible assets (1) 117,990
Other non-current liabilities (18,195)
Fair value of net assets acquired $263,214
Goodwill (2) 47,481
      
      
(1)Consists of customer-related intangibles of approximately $80.0 million and network location intangibles of approximately $38.0 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Ghana Acquisition—On December 6, 2010, the Company entered into a definitive agreement with MTN Group Limited (“MTN Group”) to establish a joint venture in Ghana. The joint venture is controlled by a holding company of which a wholly owned subsidiary of the Company (the “ATC Ghana Subsidiary”) holds a 51% interest and Mobile Telephone Networks (Netherlands) B.V., a wholly owned subsidiary of MTN Group (the “MTN Ghana Subsidiary”) holds a 49% interest. The joint venture is managed and controlled by the Company and owns a tower operations company in Ghana.

 

Pursuant to the agreement, on May 6, 2011, August 11, 2011 and December 23, 2011, the joint venture acquired 400, 770 and 686 communications sites, respectively, from MTN Group's operating subsidiary in Ghana for an aggregate purchase price of $515.6 million (including contingent consideration of $2.3 million and value added tax of $65.6 million). The aggregate purchase price was subsequently increased to $517.7 million (including contingent consideration of $2.3 million and value added tax of $65.6 million) after certain post-closing adjustments.

 

Under the terms of the purchase agreement, legal title to certain of the communications sites acquired on December 23, 2011 will be transferred upon fulfillment of certain conditions by MTN Group. Prior to the fulfillment of these conditions, the Company will operate and maintain control of these communications sites, and accordingly, reflect these sites in the allocation of purchase price and the consolidated operating results.

 

In December 2011, the Company signed an amendment to its agreement with MTN Group, which requires the Company to make additional payments upon the conversion of certain barter agreements with other wireless carriers to cash-paying master lease agreements. The Company currently estimates the fair value of remaining potential contingent consideration payments required to be made under the amended agreement to be between zero and $1.0 million and is estimated to be $0.9 million using a probability weighted average of the expected outcomes at December 31, 2012. The Company has previously made payments under this arrangement of $2.6 million. During the year ended December 31, 2012, the Company recorded an increase in fair value of $0.4 million as other operating expenses in the consolidated statements of operations.

 

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

 

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Current assets $6,969 $69,147
Non-current assets 69,145 5,405
Property and equipment 319,641 304,478
Intangible assets (3) 112,025 82,217
Other non-current liabilities (11,477) (13,356)
Fair value of net assets acquired $496,303 $447,891
Goodwill (4) 21,375 67,755
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Consists of customer-related intangibles of approximately $58.0 million and network location intangibles of approximately $54.0 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(4)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Mexico Acquisition—On November 3, 2011, the Company entered into a definitive agreement to purchase up to approximately 730 communications sites from Telefónica's Mexican subsidiary, Pegaso PCS, S.A. de C.V. (“Telefónica Mexico”). On December 15, 2011, the Company completed the purchase of 584 communications sites, for an aggregate purchase price of $121.9 million (including value added tax of $16.7 million). On December 7, 2011, the Company entered into a definitive agreement to purchase up to approximately 1,778 additional communications sites from Telefónica Mexico. On December 28, 2011, April 3, 2012, June 29, 2012 and July 10, 2012, the Company completed the purchase of 1,422, 55, 74 and 3 communications sites, respectively, for an aggregate purchase price of $323.3 million (including value added tax of $44.7 million).

 

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

 

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Current assets $61,402 $57,414
Non-current assets 16,350 26,845
Property and equipment 187,275 174,767
Intangible assets (3) 147,692 97,182
Current liabilities (148) (148)
Other non-current liabilities (9,449) (8,836)
Fair value of net assets acquired $403,122 $347,224
Goodwill (4) 42,044 69,030
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Consists of customer-related intangibles of approximately $75.0 million and network location intangibles of approximately $72.7 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(4)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

On September 12, 2012, the Company entered into a definitive agreement to purchase up to approximately 348 additional communications sites from Telefónica Mexico. On September 27, 2012 and December 14, 2012, the Company completed the purchase of 279 and 2 communications sites, for an aggregate purchase price of $63.5 million (including value added tax of $8.8 million).

 

The following table summarizes the preliminary allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Preliminary Purchase Price Allocation
Current assets $8,763
Non-current assets 2,332
Property and equipment 26,711
Intangible assets (1) 21,079
Other non-current liabilities (1,349)
Fair value of net assets acquired $57,536
Goodwill (2) 5,998
      
      
(1)Consists of customer-related intangibles of approximately $10.7 million and network location intangibles of approximately $10.4 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

On November 16, 2012, the Company entered into an agreement to purchase up to 198 additional communications sites from Telefónica Mexico. On December 14, 2012, the Company completed the purchase of 188 communications sites, for an aggregate purchase price of $64.2 million (including value added tax of $8.9 million).

 

The following table summarizes the preliminary allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Preliminary Purchase Price Allocation
Current assets $8,852
Non-current assets 1,524
Property and equipment 17,994
Intangible assets (1) 33,882
Other non-current liabilities (1,992)
Fair value of net assets acquired $60,260
Goodwill (2) 3,919
      
      
(1)Consists of customer-related intangibles of approximately $30.0 million and network location intangibles of approximately $3.8 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Colombia – Telefónica Moviles AcquisitionDuring the year ended December 31, 2011, the Company acquired 125 communications sites from Telefónica Moviles Colombia S.A. (“Telefónica Colombia”) for an aggregate purchase price of $17.5 million.

 

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Non-current assets $110 $ 217
Property and equipment 13,526 12,456
Intangible assets (3) 4,008 4,675
Other non-current liabilities (341) (341)
Fair value of net assets acquired $17,303 $17,007
Goodwill (4) 227  523
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Consists of customer-related intangibles of approximately $1.5 million and network location intangibles of approximately $2.5 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(4)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

During the year ended December 31, 2012, the Company acquired an additional 31 communications sites from Telefónica Colombia for an aggregate purchase price of $4.7 million.

 

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Final Purchase Price Allocation
Non-current assets $2
Property and equipment 3,590
Intangible assets (1) 1,062
Other non-current liabilities (91)
Fair value of net assets acquired $4,563
Goodwill (2) 89
      
      
(1)Consists of customer-related intangibles of approximately $0.4 million and network location intangibles of approximately $0.7 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Colombia – Colombia Movil AcquisitionOn July 17, 2011, the Company entered into a definitive agreement with Colombia Movil S.A. E.S.P. (“Colombia Movil”), whereby ATC Sitios Infraco, S.A.S., a Colombian subsidiary of the Company (“ATC Infraco”), would purchase up to 2,126 communications sites from Colombia Movil for an aggregate purchase price of approximately $182.0 million. 

 

From December 21, 2011 through the year ended December 31, 2012, ATC Infraco completed the purchase of 1,526 communications sites for an aggregate purchase price of $136.2 million (including contingent consideration of $17.3 million), subject to post-closing adjustments. Through a subsidiary, Millicom International Cellular S.A. (“Millicom”) exercised its option to acquire an indirect, substantial non-controlling interest in ATC Infraco.

 

Under the terms of the agreement, the Company is required to make additional payments upon the conversion of certain barter agreements with other wireless carriers to cash paying lease agreements. Based on the Company's current estimates, the value of potential contingent consideration payments required to be made under the amended agreement is expected to be between zero and $32.8 million and is estimated to be $17.3 million using a probability weighted average of the expected outcomes at December 31, 2012. During the year ended December 31, 2012, the Company recorded a reduction in fair value of $1.2 million, which is included in other operating expenses in the consolidated statements of operations.

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Non-current assets $ -  $1,126
Property and equipment 128,989 95,052
Intangible assets (3) 26,791 26,132
Current liabilities (2,632) (639)
Other non-current liabilities (17,489) (3,416)
Fair value of net assets acquired $135,659 $118,255
Goodwill (4) 576 1,067
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Consists of customer-related intangibles of approximately $7.2 million and network location intangibles of approximately $19.6 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(4)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

On December 11, 2012, the Company returned 15 communications sites to Colombia Movil pursuant to the terms of the agreement.

On February 1, 2013, the Company purchased an additional 13 communications sites for an aggregate purchase price of $1.3 million (including contingent consideration of $0.2 million).

Chile – Telefónica Moviles AcquisitionOn December 30, 2011, the Company purchased 100% of the outstanding shares of a subsidiary of Telefónica Moviles Chile S.A. that owned 558 communications sites, for an aggregate purchase price of $94.9 million. The purchase price is subject to additional post-closing adjustments, following completion of the Company's post-closing due diligence of the communications sites acquired.

 

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase price consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Non-current assets $1,892 $2,772
Property and equipment 55,100 43,140
Intangible assets (3) 35,300 39,916
Other non-current liabilities (4,505) (4,505)
Fair value of net assets acquired $87,787 $81,323
Goodwill (4) 7,073 13,537
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Consists of customer-related intangibles of approximately $15.5 million and network location intangibles of approximately $19.8 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(4)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Uganda AcquisitionOn December 8, 2011, the Company entered into a definitive agreement with MTN Group to establish a joint venture in Uganda. The joint venture is controlled by a holding company of which a wholly owned subsidiary of the Company (the “ATC Uganda Subsidiary”) holds a 51% interest and a wholly owned subsidiary of MTN Group (the “MTN Uganda Subsidiary”) holds a 49% interest. The joint venture is managed and controlled by the Company and owns a tower operations company in Uganda.

 

Pursuant to the agreement, the joint venture agreed to purchase a total of up to 1,000 existing communications sites from MTN Group's operating subsidiary in Uganda, subject to customary closing conditions. On June 29, 2012, the joint venture acquired 962 communications sites for an aggregate purchase price of $171.5 million, subject to post-closing adjustments. The aggregate purchase price was subsequently increased to $173.2 million, subject to future post-closing adjustments.

 

Under the terms of the purchase agreement, legal title to certain of these communications sites will be transferred upon fulfillment of certain conditions by MTN Group. Prior to the fulfillment of these conditions, the Company will operate and maintain control of these communications sites, and accordingly, reflect these sites in the allocation of purchase price and the consolidated operating results.

The following table summarizes the preliminary allocation of the aggregate purchase price consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Preliminary Purchase Price Allocation
Non-current assets $2,258
Property and equipment 102,366
Intangible assets (1) 63,500
Other non-current liabilities (7,528)
Fair value of net assets acquired $160,596
Goodwill (2) 12,564
      
      
(1)Consists of customer-related intangibles of approximately $36.5 million and network location intangibles of approximately $27.0 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will not be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Germany AcquisitionOn November 14, 2012, the Company entered into a definitive agreement to purchase communications sites from E-Plus Mobilfunk GmbH & Co. KG. On December 4, 2012, the Company completed the purchase of 2,031 communications sites, for an aggregate purchase price of $525.7 million.

 

The following table summarizes the preliminary allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Preliminary Purchase Price Allocation
Current assets $14,483
Property and equipment 233,073
Intangible assets (1) 238,965
Current liabilities (2,990)
Other non-current liabilities (23,243)
Fair value of net assets acquired $460,288
Goodwill (2) 65,365
      
      
(1)Consists of customer-related intangibles of approximately $218.2 million and network location intangibles of approximately $20.8 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s international rental and management segment.

Skyway AcquisitionOn December 20, 2012, the Company acquired an entity holding a portfolio of 318 communications sites from Skyway Towers Holdings, LLC for an aggregate purchase price of $169.6 million, including cash paid of approximately $169.5 million and net liabilities assumed of approximately $0.1 million.

 

The following table summarizes the preliminary allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Preliminary Purchase Price Allocation
Current assets $740
Property and equipment 60,671
Intangible assets (1) 83,700
Current liabilities (454)
Other non-current liabilities (3,333)
Fair value of net assets acquired $141,324
Goodwill (2) 28,224
      
      
(1)Consists of customer-related intangibles of approximately $63.0 million and network location intangibles of approximately $20.7 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s domestic rental and management segment.

Diamond AcquisitionOn December 28, 2012, the Company acquired Diamond Communications Trust and its subsidiary New Towers LLC, which hold a portfolio of 316 communications sites and 24 property interests under third-party communications sites, for an aggregate purchase price of $322.5 million, including cash paid of $320.1 million and net liabilities assumed of $2.4 million.

 

The following table summarizes the preliminary allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Preliminary Purchase Price Allocation
Current assets $842
Property and equipment 69,045
Intangible assets (1) 199,700
Current liabilities (3,216)
Other non-current liabilities (3,423)
Fair value of net assets acquired $262,948
Goodwill (2) 57,178
      
      
(1)Consists of customer-related intangibles of approximately $171.3 million and network location intangibles of approximately $28.4 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s domestic rental and management segment.

Other U.S. AcquisitionsDuring the year ended December 31, 2012, the Company acquired a total of 128 additional communications sites and equipment in the United States for an aggregate purchase price of $146.2 million, of which $144.8 million was paid during 2012. The remaining $1.4 million is reflected in accounts payable in the consolidated balance sheet as of December 31, 2012.

 

The following table summarizes the preliminary allocation of the aggregate purchase consideration paid for acquisitions that closed during the year ended December 31, 2012 and the amounts of assets acquired and liabilities assumed based on the estimated fair value at the date of acquisition (in thousands):

    Preliminary Purchase Price Allocation
Non-current assets $153
Property and equipment 61,995
Intangible assets (1) 78,199
Other non-current liabilities (1,310)
Fair value of net assets acquired $139,037
Goodwill (2) 7,124
      
      
(1)Consists of customer-related intangibles of approximately $62.0 million and network location intangibles of approximately $16.2 million. The customer-related intangibles and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s domestic rental and management segment.

During the year ended December 31, 2012, the Company purchased the remaining 67.5% interest in one of its equity method investments for $0.8 million.  As a result of the acquisition, the Company also re-measured its original investment and recorded a gain of $0.2 million, which is included in other operating expenses in the consolidated statements of operations. 

 

The following table summarizes the allocation of the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed based upon the estimated fair value at the acquisition date for acquisitions which closed during the year ended December 31, 2011 (in thousands):

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Non-current assets $289 $0
Property and equipment 21,088 23,270
Intangible assets (3) 61,107 61,626
Other non-current liabilities (4,288) (4,118)
Fair value of net assets acquired $78,196 $80,778
Goodwill (4) 4,604 2,022
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Consists of customer relationships of approximately $46.4 million and network location intangibles of approximately $14.7 million as of December 31, 2012. The customer relationships and network location intangibles are being amortized on a straight-line basis over periods of up to 20 years.
(4)The Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s domestic rental and management segment.

Cash consideration $312,002
Settlement of preexisting arrangement  (2,584)
Total consideration $309,418

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase price consideration paid and the amounts of assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition (in thousands):

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Current assets (3) (4) $10,770 $16,203
Non-current assets (4) 96,130 154,817
Property and equipment (5) 398,542 340,602
Intangible assets 4,200 3,297
Current liabilities (6,351) (7,703)
Long-term obligations (209,321) (209,321)
Other non-current liabilities (561) (1,508)
Fair value of net assets acquired $293,409 $296,387
Goodwill (6) 16,009 13,031
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Includes approximately $0.1 million of accounts receivable which approximates the value due to the Company under certain contractual arrangements.
(4)Includes prepaid operating leases, term easements and managed sites.
(5)Includes perpetual easements.
(6)With the exception of goodwill that relates to interests in land and perpetual easements, the Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s domestic rental and management segment.

U.S. Property Interests-OtherOn October 21, 2011, the Company acquired property interests under approximately 240 communications sites in the United States for an aggregate purchase price of $72.6 million.

The property interests acquired are located underneath existing communication sites owned or subleased by the Company. The deferred rent liability associated with the underlying ground leases was approximately $4.3 million on the date of acquisition. As a result of the Company's acquisition of these property interests, the preexisting land leases were considered to be effectively settled. The terms of these land leases were determined to represent fair value at the acquisition date. As such, the Company did not record any gain or loss separately from the acquisition and the $4.3 million unamortized deferred rent liability was included as part of the fair value of consideration transferred.

 

The fair value of the consideration transferred consists of the following (in thousands):

Cash consideration $72,595
Settlement of preexisting arrangement  (4,256)
Total consideration $68,339

The property interests acquired included perpetual easements, prepaid operating ground leases and term easements for land located under the Company's communication sites and sites owned by communications service providers and third-party tower operators.

 

The allocation of the purchase price was finalized during the year ended December 31, 2012. The following table summarizes the allocation of the aggregate purchase price consideration paid and the amounts of assets acquired based upon their estimated fair value at the date of acquisition (in thousands):

    Final Purchase Price Allocation (1) Preliminary Purchase Price Allocation (2)
Current assets (3) $359 $363
Non-current assets (3) 13,357 13,394
Property and equipment (4) 47,898 47,898
Intangible assets 490 383
Fair value of net assets acquired $62,104 $62,038
Goodwill (5) 6,235 6,301
         
         
(1)Reflected in the consolidated balance sheets herein.
(2)Reflected in the consolidated balance sheets in the Form 10-K for the year ended December 31, 2011.
(3)Includes prepaid operating ground leases, term easements and managed sites.
(4)Includes perpetual easements.
(5)With the exception of goodwill that relates to interests in land and perpetual easements, the Company expects that the goodwill recorded will be deductible for tax purposes. The goodwill was allocated to the Company’s domestic rental and management segment.