Significant Acquisitions

12 Months Ended

Dec. 31, 2017

NAME Acquisition: On September 1, 2015, the Company, through a subsidiary of Townsquare Live Events, LLC, purchased all of the issued and outstanding membership interests of Heartland Group, LLC and its wholly-owned subsidiary NAME for approximately $70.0 million in cash, 481,948 unregistered shares of the Company’s Class A common stock valued at $4.9 million, and a working capital adjustment of $0.4 million. Cash consideration was satisfied from cash on hand, $45.0 million of incremental term loan borrowings and a working capital adjustment of approximately $0.4 million. The $1.3 million remaining payable balance as of December 31, 2015 was subsequently paid in full in January 2016. The Company estimated the fair value of acquired intangibles using the discounted cash flow method. The purchase price was allocated to the tangible and intangible assets and liabilities at their fair value at the date of acquisition, with any excess of the purchase price over the net assets acquired being reported as goodwill. None of this goodwill was deductible for tax purposes. The Company has recognized an opening deferred tax liability in connection with the acquisition of NAME, as the initial tax basis of the acquired assets differed from their initial basis under GAAP, which reflected estimated fair market value. Refer to Note 9 for more information regarding the income tax effects of the NAME acquisition.

The purchase price allocation is as follows (in thousands):



Current assets	$	5,148
Customer relationships	8,700
Trade name	4,600
Other intangibles	1,000
Property and Equipment	42,894
Goodwill	39,866
Noncontrolling interest	(225)
Accounts payable and accrued expenses	(9,586)
Deferred tax liabilities	(17,035)
Total purchase price	$	75,362