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ACQUISITIONS
9 Months Ended
Sep. 30, 2019
ACQUISITIONS  
ACQUISITIONS

3.   ACQUISITIONS

Bats Global Markets, Inc.

On February 28, 2017, pursuant to the Agreement and Plan of Merger, dated as of September 25, 2016 (the “Merger Agreement”), by and among Cboe, Bats, CBOE Corporation, a Delaware corporation and a wholly-owned subsidiary of Cboe (“Merger Sub”), and Cboe Bats, LLC (formerly CBOE V, LLC), a Delaware limited liability company and a wholly-owned subsidiary of Cboe (“Merger LLC”), Cboe completed the merger of Merger Sub with and into Bats and the subsequent merger of Bats with and into Merger LLC. As a result of the Merger, Bats became a wholly-owned subsidiary of Cboe.

Other Acquisitions

In January 2016, the Company, through its subsidiary Cboe Vest, LLC (“Cboe Vest”), acquired a majority of the outstanding equity of Cboe Vest Financial Group Inc. (“Vest”), an asset investment manager focused on Target Outcome Investment strategies. The purchase price consisted of $18.9 million in cash, reflecting payments of $14.9 million to former stockholders and $4.0 million to Vest for newly issued shares, and represented an ownership interest of 60% resulting in the consolidation of Vest operations. The remaining 40% noncontrolling interest was held by the remaining Vest stockholders. The remaining Vest stockholders had a put option that could have been exercised to Vest and Vest had a call option that could have been exercised to the remaining stockholders. The put and call options could have been exercised after five years though they could have been accelerated by certain employment-related actions. The combination of the noncontrolling interest and a redemption feature resulted in a redeemable noncontrolling interest, which was classified outside of permanent equity on the condensed consolidated balance sheet. The Company’s ownership interest decreased in August 2019 which resulted in the deconsolidation of Vest operations and the elimination of the redeemable noncontrolling interest. See Note 5 (“Investments”) for further information on the deconsolidation and Note 14 (“Redeemable Noncontrolling Interest”) for further information on the redeemable noncontrolling interest.

The Company expensed $16.7 million of acquisition-related costs during the three months ended September 30, 2019 that included $12.7 million of compensation-related costs, $2.0 million of general and administrative expenses, $1.7 million of professional fees, and $0.3 million of termination fees related to an assigned lease agreement. These expenses relate to Bats and other acquisitions, and are included in acquisition-related costs in the condensed consolidated statements of income.

The Company expensed $39.8 million of acquisition-related costs during the nine months ended September 30, 2019 that included $10.5 million of impairment of goodwill charges, $6.1 million of impairment of facilities charges, $16.1 million of compensation-related costs, $2.0 million of general and administrative expenses, $3.7 million of professional fees and $1.4 million of termination fees related to an assigned lease agreement. These expenses relate to

Bats and other acquisitions, and are included in acquisition-related costs in the condensed consolidated statements of income.

The Company expensed $5.9 million of acquisition-related costs during the three months ended September 30, 2018 that included $4.8 million of compensation-related costs and $0.9 million of professional fees. These expenses relate to Bats and other acquisitions, and are included in acquisition-related costs in the condensed consolidated statements of income.

The Company expensed $23.3 million of acquisition-related costs during the nine months ended September 30, 2018 that included $17.6 million of compensation-related costs, $2.7 million of stock-based compensation, $2.2 million of professional fees, and $0.6 million of general and administrative expenses. These expenses relate to Bats and other acquisitions, and are included in acquisition-related costs in the condensed consolidated statements of income.