Business Combinations

3 Months Ended

Mar. 31, 2020

HCL acquisition

On March 5, 2020, Federated Hermes acquired, effective as of March 1, 2020, 100 percent ownership of HGPE Capital Limited for £15.9 million ($20.4 million). The principal activity of HGPE Capital Limited is that of a holding company of an infrastructure and private equity investment management business. As a result of the acquisition of HGPE Capital Limited, Federated Hermes gained control of Hermes GPE LLP (HGPE) (collectively with HGPE Capital Limited, HCL). The addition of London-based HCL provides the opportunity to further accelerate Federated Hermes' global growth.

The HCL acquisition included upfront cash payments that totaled £11.2 million ($14.3 million). The transaction also includes contingent purchase price payments payable through December 2024 that were deposited into escrow. The maximum contingent purchase price payments total £4.7 million ($6.1 million as of March 1, 2020), which primarily represents the payment of certain future carried interest when received. As of March 31, 2020, a liability of $5.9 million, representing the fair value of future consideration payments, was recorded in Other Long-Term Liabilities.

Prior to March 1, 2020, Federated Hermes accounted for its partial ownership interest in HGPE as an equity-method investment recorded in Other Long-Term Assets on the Consolidated Balance Sheets. Management used an independent valuation expert to assist in estimating the fair value of the equity interest in HGPE using primarily the discounted cash flow methodology under the income approach. The acquisition-date fair value of the previous equity interest was $34.5 million. Federated Hermes recognized a gain of $7.5 million as a result of remeasuring the prior equity interest in HGPE held before the business combination and the consolidation of HGPE. The gain is included in Other, net - Nonoperating Income (Expenses) on the Consolidated Statements of Income.

Federated Hermes performed a valuation of the fair market value of the HCL acquisition. Due to the timing of the acquisition and the status of the valuation work, the accounting for the business combination is preliminary. The preliminary results of the initial accounting for the business combination are reflected in the Consolidated Financial Statements as of March 31, 2020 and for the three months then ended and represents management's best estimate of fair value of the acquired assets and liabilities. Provisional amounts will be finalized as new information is obtained about facts and circumstances that existed on March 1, 2020. The final accounting for the business combination may reflect adjustments to the preliminary accounting and such adjustments may be material.

The following table summarizes the preliminary purchase price allocation determined as of the purchase date:



(in millions)
Cash and Cash Equivalents	$	14.0
Other Current Assets¹	11.3
Goodwill²	19.1
Intangible Assets³	27.6
Other Long-Term Assets	9.8
Less: Liabilities Acquired	(26.9		)
Less: Fair Value of Redeemable Noncontrolling Interest in Subsidiary⁴	(34.5		)
Total Purchase Price Consideration	$	20.4


1	Includes $4.6 million of accounts receivable.


2	The goodwill recognized is attributable to enhanced revenue and AUM growth opportunities from future investors and the assembled workforce of HGPE. In this instance, goodwill is not deductible for tax purposes.


3	Includes $20.3 million for rights to manage fund assets for private equity funds with a weighted-average useful life of 9.0 years and $6.9 million for rights to manage fund assets for infrastructure funds with a weighted-average useful life of 11.0 years, all of which are recorded in Intangible Assets, net on the Consolidated Balance Sheets.


4	The fair value of the noncontrolling interest was determined utilizing primarily the discounted cash flow methodology under the income approach.

The financial results of HCL have been included in Federated Hermes' Consolidated Financial Statements from the March 1, 2020 effective date of the HCL acquisition. For the one month ended March 31, 2020, HCL earned revenue of $2.6 million and net income of $0.3 million (which excludes acquisition-related intangible amortization and does not take into consideration the amounts attributable to the noncontrolling interests).

MEPC acquisition

Effective January 1, 2020, Hermes Fund Managers Limited (Hermes) acquired MEPC Limited (MEPC) for £8.6 million ($11.4 million). The MEPC acquisition included upfront cash payments of £4.5 million ($6.0 million) and contingent purchase price payments of £4.1 million ($5.4 million), which were recorded in Other Current Liabilities. As of the date of the MEPC acquisition, Hermes primarily recorded intangible assets of $7.8 million and goodwill of $4.2 million.