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Acquisitions
12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Acquisitions

Note 8—Acquisitions

2024 Acquisitions

Battea-Class Action Services, LLC

On September 27, 2024, we purchased all of the outstanding stock of Battea-Class Action Services, LLC (“Battea”) for approximately $671 million in cash, plus the costs of effecting the transaction. We financed the acquisition in part by entering into an Incremental Joinder to our existing amended and restated credit agreement, dated as of April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Battea is a market-leading provider of securities class action claims and settlement recovery services.

The net assets and results of operations of Battea have been included in our Consolidated Financial Statements from September 27, 2024. The fair value of the acquired receivables represents the contractual value net of the allowance for potentially uncollectible accounts. The preliminary fair value of the intangible assets, consisting of customer relationships, completed technologies and trade names, was determined using the income approach. Specifically, the excess earnings method was utilized for customer relationships and the relief-from-royalty method was utilized for completed technology. The significant assumption used in the determination of fair value for customer relationships and completed technologies was projected future revenues. The intangible assets will be amortized each year based on the ratio that the projected cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets. The customer relationships, completed technologies and trade names are expected to be amortized over approximately thirteen, ten and thirteen years, respectively, in each case the estimated life of the assets. The remainder of the purchase price was allocated to goodwill, a portion of which is tax deductible.

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2024 includes $21.1 million in revenues from Battea’s operations.

2023 Acquisitions

Iress Managed Funds Administration Business

On October 1, 2023, we purchased the managed funds administration business from Iress Limited (“Iress Managed Funds Administration Business”) for approximately $32.5 million in cash. The Iress Managed Funds Administration Business provides software and services for trading and market data, financial advice, investment management, mortgages, superannuation, life and pensions and data intelligence.

The net assets and results of operations of the Iress Managed Funds Administration Business have been included in our Consolidated Financial Statements from October 1, 2023. The fair value of the intangible assets, consisting of customer relationships and completed technologies, was determined using the income approach. Specifically, the excess earnings method was utilized for

customer relationships and the relief-from-royalty method was utilized for completed technology. Customer relationships and completed technologies are expected to be amortized over approximately twenty and nine years, respectively, in each case the estimated life of the assets. The remainder of the purchase price was allocated to goodwill and is not tax deductible.

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2023 includes $3.6 million in revenues from the Iress Managed Funds Administration Business’s operations.

The following summarizes the allocation of the purchase price for the 2024 acquisition of Battea and the 2023 acquisition of the Iress Managed Funds Administration Business (in millions):

 

 

Battea

 

 

Iress Managed Funds Administration Business

 

Accounts receivable

 

$

40.3

 

 

$

2.2

 

Property, plant and equipment

 

 

1.9

 

 

 

 

Other assets

 

 

3.0

 

 

 

0.6

 

Funds receivable and funds held on behalf of clients

 

 

284.8

 

 

 

 

Operating lease right-of-use assets

 

 

1.2

 

 

 

 

Customer relationships

 

 

246.6

 

 

 

11.5

 

Completed technologies

 

 

121.8

 

 

 

2.2

 

Trade names

 

 

7.8

 

 

 

 

Goodwill

 

 

325.7

 

 

 

21.6

 

Accrued employee compensation and other liabilities

 

 

(68.8

)

 

 

(1.3

)

Deferred income taxes

 

 

(33.9

)

 

 

(3.9

)

Client funds obligations

 

 

(284.8

)

 

 

 

Consideration paid, net of cash acquired

 

$

645.6

 

 

$

32.9

 

The goodwill associated with each of the transactions above is a result of expected synergies from combining the operations of businesses acquired with us and intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisition of the Battea occurred on January 1, 2023 and the acquisition of Iress Managed Funds Administration Business occurred on January 1, 2022, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects. This unaudited pro forma information (in millions) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on those dates, nor of the results that may be obtained in the future.

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Revenues

 

$

5,922.4

 

 

$

5,597.7

 

 

$

5,296.8

 

Net income

 

$

743.8

 

 

$

592.7

 

 

$

647.7