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Business Acquisitions Business Acquisitions
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Business Acquisitions
Business Acquisitions and Other Investment
We include the results of operations of acquired businesses beginning on the respective acquisition dates. The purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed on the acquisition date. Acquisition-related costs are expensed as incurred.
During the year ended December 31, 2018, we completed the acquisitions of HeavyWater, Inc. ("HeavyWater") and Ernst Publishing Co., LLC and two related entities (collectively, "Ernst"). Neither acquisition met the definition of "significant" pursuant to Article 3 of Regulation S-X (§210.3-05) either individually or in the aggregate. Further, the individual and aggregate results of operations are not material to our consolidated financial statements and related disclosures. Further details of each acquisition are discussed below.
2018 Acquisitions
HeavyWater
On May 31, 2018, we completed our acquisition of HeavyWater, a provider of artificial intelligence and machine learning to the financial services industry. HeavyWater's AIVASM solution reads, comprehends and draws conclusions based on context to mimic cognitive thinking and build expertise over time. Heavywater's AIVASM solution will be integrated into our premier solutions and will allow clients to deploy artificial intelligence and machine learning within other parts of their organizations to help enhance efficiency, effectiveness and accuracy.
Ernst
On November 6, 2018, we completed the acquisition of Ernst, a provider of technology and closing cost data for the real estate and mortgage industries. Ernst's capabilities will be integrated into our premier suite of origination solutions and will augment our existing fee engine to create a unified access point for all fee-related needs.
Allocation of Purchase Price
The purchase price for each of the acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair value at the acquisition date. The fair value of the acquired Computer software and Other intangible assets was primarily determined using a third-party valuation based on significant estimates and assumptions, including level 3 inputs, which are judgmental in nature. These estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices. These estimates are preliminary and subject to adjustments as we complete our valuation process with respect to Computer software, Other intangible assets and Goodwill.
Total consideration paid, net of cash received, was $43.4 million for 100% of the equity interests in HeavyWater and Ernst. The total consideration paid was as follows (in millions):
Cash paid
$
44.0

Less: cash acquired
(0.6
)
Total consideration paid, net
$
43.4


The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition dates (in millions):
Total purchase price consideration
$
43.4

 
 
Trade receivables
$
1.3

Prepaid expenses and other current assets
2.1

Computer software
8.4

Other intangible assets
13.6

Goodwill (Note 9)
22.9

Total assets acquired
48.3

Trade accounts payable and other accrued liabilities
3.1

Deferred revenues (current)
0.9

Deferred income taxes, net
0.9

Total liabilities assumed
4.9

Net assets acquired
$
43.4


Additionally, we incurred direct transaction costs of $0.1 million for the year ended December 31, 2018 that are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings.
Estimated Useful Lives of Property and Equipment, Computer Software and Other Intangible Assets Acquired
As of the respective acquisition dates, the gross carrying value and weighted average estimated useful lives of Property and equipment, Computer software and Other intangible assets acquired during the year ended December 31, 2018 consisted of the following (dollars in millions):
 
Gross carrying value
 
Weighted average
estimated life
(in years)
Computer software
$
8.4

 
5
Other intangible assets:

 

Customer relationships
12.1

 
10
Non-compete agreements
1.3

 
5
Trade names
0.2

 
3
Other intangible assets
13.6

 
 
Total gross carrying value
$
22.0

 
 

2016 Acquisitions
eLynx
On May 16, 2016, we completed our acquisition of eLynx Holdings, Inc. ("eLynx"), a leading lending document and data delivery platform that we now refer to as our eLending business. Our eLending business helps clients in the financial services and real estate industries electronically capture and manage documents and associated data throughout the document lifecycle. We purchased eLynx to augment our origination software business. This acquisition positions us to electronically support the full mortgage origination process. Total consideration paid, net of cash received, was $115.0 million, for 100% of the equity interests. Additionally, we incurred direct transaction costs of $1.2 million for the year ended December 31, 2016 that are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings.
Motivity
On June 22, 2016, we completed our acquisition of Motivity Solutions, Inc. ("Motivity"), which provides customized mortgage business intelligence software solutions. Motivity, along with our LoanSphere product suite, including the Data Hub®, provides clients with deeper insights into their origination and servicing operations and portfolios. Total consideration paid, net of cash received, was $35.2 million for 100% of the equity interests. Additionally, we incurred direct transaction costs of $0.4 million for the year ended December 31, 2016 that are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings.
Other Investment
On August 8, 2018, an investment consortium (the “Consortium”) including Cannae Holdings, Inc. (“Cannae”) and affiliates of Bilcar, LLC, CC Capital Partners LLC and THL along with other investors entered into equity commitments in connection with the acquisition of The Dun & Bradstreet Corporation, a Delaware corporation ("D&B") (the "D&B Acquisition"). Contemporaneously, D&B entered into an Agreement and Plan of Merger (the "D&B Merger Agreement") by and among D&B, Star Parent, L.P., a Delaware limited partnership ("Star Parent"), and Star Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Star Parent ("Star Merger Sub"), pursuant to which, upon the terms and subject to the conditions set forth in the D&B Merger Agreement, Star Merger Sub would merge with and into D&B (the "Star Merger"), with D&B surviving the Star Merger as a wholly-owned subsidiary of Star Parent.
On January 24, 2019, we entered into an assignment and investment agreement with QIA FIG Holding LLC, Cannae, and Star Parent in connection with our $375.0 million investment as part of the Consortium.
On February 8, 2019, the Consortium completed the previously announced D&B Acquisition for $145.00 in cash for each share of D&B common stock then outstanding, and we funded a $375.0 million investment in Star Parent through borrowings on our revolving credit facility. In connection with the closing, we were issued certain limited partner interests in Star Parent, representing approximately 18% of the outstanding common equity of Star Parent.
D&B is a global leader in commercial data and analytics that provides various services helping companies improve their operational performance.