Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2015

Tabular disclosure of financial instruments measured at fair value on a recurring basis

The following table presents the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis as of September 30, 2015:

(in thousands)	Level 1		Level 2		Level 3		Total
Liability to deliver warrants(1)	$	—	$	13,140	$	—	$	13,140
Warrant consideration(1)	—		13,490		—		13,490
Tax amortization benefit contingency(2)	—		—		147,634		147,634
Deferred acquisition payment(3)	—		—		19,436		19,436

Total	$	—	$	26,630	$	167,070	$	193,700

(1)

These liabilities relate to warrants to purchase the Company's common stock and future obligations to deliver additional such warrants in relation to the Business Combination. The inputs used in the fair value measurement were directly observable quoted prices for identical assets in an inactive market.

(2)

The fair value of the tax amortization benefit contingency is measured using an income approach based on the Company's best estimate of the undiscounted cash payments to be made, tax effected at 37% and discounted to present value utilizing an appropriate market discount rate. The valuation technique used did not change during the two months ended September 30, 2015.

(3)

The fair value of the deferred acquisition payment is measured using a Black-Scholes option pricing model and based on the Company's best estimate of the Company's average adjusted EBITDA level over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the two months ended September 30, 2015.

Changes in Financial Instruments Measured at Level 3 Fair Value on a Recurring Basis

(in thousands)	Tax amortization benefit contingency		Deferred acquisition payment		Total
Balance, beginning of period	$	—	$	—	$	—
Initial recognition at the Closing Date	145,174		17,172		162,346
Mark to market adjustment	2,460		2,264		4,724
Total realized and unrealized losses	—		—		—

Total	$	147,634	$	19,436	$	167,070