Business Held for Sale

12 Months Ended

Dec. 31, 2017

Business Held for Sale

Business Held for Sale

4. Business Held for Sale

In October 2017, the Company entered into an Asset Purchase Agreement (the “BondPoint Agreement”) with ICE pursuant to which the Company has agreed to sell specified assets and to assign specified liabilities constituting its BondPoint division and fixed income venue (“BondPoint”).  BondPoint is a provider of electronic fixed income trading solutions for the buy-side and sell-side offering access to centralized liquidity and automated trade execution services, and is included in the Company’s Execution Services segment, see Note 19 “Geographic Information and Business Segments”.

The purchase price payable by ICE for BondPoint at the closing of the transaction is $400.0 million in cash subject to a customary adjustment for working capital of BondPoint. The consummation of the transaction is subject to the satisfaction of customary closing conditions and receipt of certain regulatory clearances, including from the Financial Industry Regulatory Authority, Inc. and the Municipal Securities Rulemaking Board and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The BondPoint Agreement contains customary representations, warranties, covenants and indemnification provisions.  The parties have agreed to execute a transition services agreement simultaneously with the closing of the transaction. The transaction closed on January 2, 2018, which is further discussed in Note 22 “Subsequent Events”.

The assets and liabilities of businesses held for sale as of December 31, 2017 are summarized as follows:

(in thousand)
Receivables from broker dealers and clearing organizations	$	3,383
Intangibles
Technology		5,982
Customer relationships		43,819
Trade names		955
Capitalized software		518
Other assets		413
Total assets	$	55,070
Payable to brokers, dealers and clearing organizations	$	50
Accrued expenses and other liabilities		678
Total liabilities	$	728

The total assets and total liabilities are included in assets of business held for sale and accounts payables and accrued expenses and other liabilities, respectively, on the Company’s consolidated statement of financial condition.