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Acquisitions
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Acquisitions

6. Acquisitions

On November 1, 2019, the Company and one of its subsidiaries completed their acquisition of all of the outstanding equity interests of LiquidityEdge LLC (“LiquidityEdge”) pursuant to the terms and conditions of a Unit Purchase Agreement entered into among the Company, LiquidityEdge, the holders of all the outstanding equity interests in LiquidityEdge and certain other persons named therein on August 12, 2019 (as amended, the “Agreement”). The aggregate consideration for the acquisition was $152.7 million, comprised of approximately $103.9 million in cash and 146,450 shares of common stock of the Company (valued at approximately $48.8 million as of the closing date of the acquisition, as described below). The aggregate consideration was increased by $0.5 million in the first quarter of 2020 to adjust for cash on hand, outstanding debt, transaction expenses and working capital as set forth in the Agreement. A portion of the stock consideration, amounting to 43,937 shares of common stock, was placed in escrow for up to 18 months to secure the sellers’ indemnification obligations under the Agreement. In addition, under the Agreement, the sellers were generally prohibited from transferring any of the Company common stock received in the acquisition for a period of six months following the November 1, 2019 closing date. The value ascribed to the shares by the Company was discounted from the market value on the date of closing to reflect the non-marketability of such shares during the restriction period.

LiquidityEdge is a limited liability company organized in the state of Delaware and is a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority (“FINRA”). LiquidityEdge offers an electronic trading platform for U.S. Treasuries.

 

The Company has completed an allocation of the purchase price to the fair value of assets acquired and liabilities assumed at the date of acquisition. The Company utilized an independent third-party to determine the fair value of the acquired intangible assets. The purchase price allocation as of September 30, 2020 is as follows (in thousands):

 

Purchase price

 

$

153,210

 

Less: acquired cash

 

 

(2,935

)

Purchase price, net of acquired cash

 

 

150,275

 

Accounts receivable

 

 

(1,811

)

Intangible assets

 

 

(58,780

)

Prepaid expenses and other assets

 

 

(4,168

)

Accounts payable, accrued expenses and other liabilities

 

 

2,165

 

Goodwill

 

$

87,681

 

 

The acquired intangible assets are as follows (in thousands, except for useful lives):

 

 

 

       Costs

 

 

Useful Lives

Customer relationships

 

$

58,690

 

 

15 years

Tradename - finite life

 

 

90

 

 

1 year

Total

 

$

58,780

 

 

 

 

In September 2020, the Company entered into agreements to acquire Regulatory Services GmbH, the pan-European regulatory reporting business of Deutsche Börse Group, and MuniBrokers LLC, a central electronic venue serving municipal bond inter-dealer brokers and dealers. The acquisitions are expected to close in the fourth quarter of 2020, subject to the satisfaction of customary closing conditions.