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Acquisitions
12 Months Ended
Dec. 31, 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” and such acquisition the “LiquidityEdge Acquisition”) 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 LiquidityEdge Acquisition was $153.2 million, comprised of approximately $104.4 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 LiquidityEdge Acquisition, as described below). 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 prohibited from transferring any of the Company common stock received in the LiquidityEdge 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. 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 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 and useful lives are as follows ($ in thousands):

 

 

 

Costs

 

 

Useful Lives

Customer relationships

 

$

58,690

 

 

15 years

Tradename - finite life

 

 

90

 

 

1 year

Total

 

$

58,780

 

 

 

 

 

 

 

 

 

 

On November 30, 2020 the Company acquired Regulatory Services GmbH, the pan-European regulatory reporting business of Deutsche Börse Group. The purchase price consists of $22.5 million in cash paid at closing and up to $24.6 million in contingent consideration payable in cash within 18 months of the closing. The Company is accounting for the transaction as a purchase of assets and recorded $37.4 million in amortizable intangible assets as of the acquisition date. In September 2020, the Company entered into an agreement to acquire MuniBrokers LLC, a central electronic venue serving municipal bond inter-dealer brokers and dealers. The acquisition is expected to close in the first half of 2021, subject to the satisfaction of customary closing conditions. The purchase price is approximately $45.0 million in cash, plus transaction costs, with $20.0 million paid at closing and up to $25.0 million in contingent consideration payable within three years of the closing.