On September 13, 2021, MSCI acquired all of the issued and outstanding preferred and common shares of RCA for an aggregate cash purchase price of $949.0 million. This acquisition expands MSCI’s suite of real estate solutions, providing the real estate industry with data, analytics, and support tools to manage investments and understand performance and risk, including climate risk, within their portfolios. RCA has been accounted for as a business combination using the acquisition method of accounting and has been integrated into the All Other – Private Assets reportable segment, as a component of the Real Estate operating segment. A portion of RCA’s client

agreements do not have automatic renewal clauses at the end of the subscription period. Due to the historically high retention rate and expectation that a substantial portion of the client agreements will be renewed, the associated revenue is recorded as recurring subscription revenue.

	Estimated Useful Life	Fair Value
		(in thousands)
Accounts receivable		$	9,645
Other current assets			3,721
Property, equipment and leasehold improvements, net			1,205
Right of use assets			6,441
Other non-current assets			3,270
Deferred revenue			(35,194	)
Other current liabilities			(14,518	)
Long-term operating lease liabilities			(4,849	)
Deferred tax liabilities			(85,196	)
Intangible assets:
Proprietary data	11 Years		185,500
Customer relationships	20 Years		175,700
Acquired technology and software	9 Years		31,500
Trademarks	2 Years		890
Goodwill			670,874
Purchase price, net of cash acquired		$	948,989

The purchase price allocation is based on preliminary valuations and assessments. The estimates and assumptions used may be subject to change within the measurement period, particularly for acquired intangible assets and deferred taxes. As discussed in Note 2, the Company early adopted ASU 2021-08 which resulted in an increase to deferred revenue and goodwill and a decrease in deferred tax liabilities recorded as of the opening balance sheet date.

The Company, with the assistance of third-party valuation experts, utilized the following methodologies to estimate the fair values of acquired intangible assets: the relief from royalty method, the replacement cost method and the multi-period excess earnings method. The significant assumptions used to estimate the fair value of the acquired intangible assets included, forecasted cash flows which were determined based on certain assumptions which included, among others, projected future revenues, and expected market royalty rate, technology obsolescence rates and discount rates.

The recorded goodwill is primarily attributable to the utilization of the acquired data as well as expanded market opportunities. Goodwill attributable to the acquisition is not deductible for income tax purposes.

Revenue of RCA recognized within the consolidated financial statements subsequent to the acquisition date was $22.1 million.