Dispositions

6 Months Ended

Jun. 30, 2020

Dispositions

Dispositions

Note 2 — Dispositions

On December 3, 2019, Henderson Global Investors (North America), Inc. (“HGINA”), a subsidiary of the Group, entered into an agreement to sell its 100% ownership interest in Geneva Capital Management LLC (“Geneva”) to GCM Purchaser, LLC. The sale closed on March 17, 2020.

Consideration included aggregate cash consideration of $38.4 million and contingent consideration (the “Earnout”) based on future revenue. Payments under the Earnout are to be made quarterly over a five-year term, with minimum aggregate payments of $20.5 million and maximum aggregate payments of $35.0 million. We recognized a gain on the

sale of Geneva of $16.2 million in other non-operating income, net on the Condensed Consolidated Statements of Comprehensive Income (Loss) during the six months ended June 30, 2020.

The gain on the sale of Geneva was calculated as follows (in millions):

		Initial gain on sale		Adjustments		Final gain on sale
Consideration received:
Cash	$	38.6	$	(0.2)	$	38.4
Minimum earnout		20.5		—		20.5
Less carrying amount of assets and liabilities:
Intangible assets		17.9		—		17.9
Other assets		0.3		2.9		3.2
Other liabilities		—		(1.9)		(1.9)
Less: Goodwill allocation		23.5		—		23.5
Net gain on sale, before taxes	$	17.4	$	(1.2)	$	16.2