Business Combinations (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of business acquisitions, by acquisition

Issuance of 46.9 million shares(1)	$	1,094.9
Cash consideration(2)	3,951.9
Total purchase price	5,046.8
Cash acquired(3)	(52.5)
Total purchase price, net of cash acquired	$	4,994.3
(1) Based on the Company’s closing share price of $23.34 on November 30, 2021.
(2) Based on the Closing Statement, total cash consideration of $3,951.9 includes a base cash consideration of $3,988.0, less working capital adjustments of $31.7, less closing indebtedness adjustments of $36.6, plus closing cash consideration of $32.2 as defined in the Transaction Agreement.
(3) Cash acquired includes $52.5 of total cash acquired, less $2.0 of restricted cash acquired as defined in the Transaction Agreement.

Schedule of Pro Forma Information

Unaudited pro forma information for the Company for the relevant periods presented as if the acquisition had occurred January 1, 2020 is as follows:

	Three Months Ended March 31,
	2021
Pro forma revenues, net	$	648.1
Pro forma net loss attributable to the Company's shareholders	(71.8)

Schedule of fair value of identifiable assets acquired and liabilities assumed for all acquisitions

The following table summarizes the preliminary purchase price allocation for this acquisition:

	Original Purchase Price Allocation		Measurement Period Adjustments		Updated Purchase Price Allocation
Accounts receivable	$	113.5	$	1.2	$	114.7
Prepaid expenses	22.3		0.9		23.2
Other current assets	23.7		—		23.7
Property and equipment, net	62.3		3.1		65.4
Other intangible assets(1)	3,534.7		—		3,534.7
Other non-current assets	18.0		—		18.0
Deferred income taxes	3.5		—		3.5
Operating lease right-of-use assets	28.4		—		28.4
Total assets	$	3,806.4	$	5.2	$	3,811.6
Accounts payable	17.1		—		17.1
Accrued expenses and other current liabilities	136.8		(2.3)		134.5
Current portion of long-term debt	1.1		—		1.1
Current portion of deferred revenue	335.2		—		335.2
Current portion of operating lease liabilities	8.0		—		8.0
Long-term debt	33.4		—		33.4
Deferred income taxes	58.6		0.1		58.7
Non-current portion of deferred revenue	6.8		—		6.8
Other non-current liabilities	89.2		1.7		90.9
Operating lease liabilities	23.1		—		23.1
Total liabilities	709.3		(0.5)		708.8
Fair value of acquired identifiable assets and liabilities	$	3,097.1	$	5.7	$	3,102.8
Purchase price, net of cash	$	4,994.3	$	—	$	4,994.3
Less: Fair value of acquired identifiable assets and liabilities	3,097.1		5.7		3,102.8
Goodwill	$	1,897.2	$	(5.7)	$	1,891.5
(1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction.

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years):

	Fair Value as of December 1, 2021		Remaining Range of Years
Customer relationships	$	2,773.0	17-23
Technology & databases(1)	709.3		5-17
Trade names	45.7		2-10
Total identifiable intangible assets	$	3,528.0
(1) Technology and databases intangible assets include both acquired technology intangible assets and acquired databases intangible assets.