Note 14. Business Combinations

2018 Restructuring

On December 12, 2018, our Predecessor entered into the Restructuring Agreement. Substantially concurrent with the execution and delivery of, and pursuant to, the Restructuring Agreement, on December 12, 2018, Predecessor consummated a number of transactions contemplated thereby, which satisfied Predecessor’s obligation to execute a Deleveraging Transaction as required under the Revolving Credit Agreement and the SPV Indenture.

The Deleveraging Transaction was effected by way of an out‑of‑court strict foreclosure transaction, pursuant to which the Collateral Agent under the Existing Indentures were, acting at the direction of certain beneficial holders holding more than 50% of the 2019 Notes and the beneficial holders of 100% of the 2020 Notes, exercised remedies whereby all right, title and interest in and to all of the assets of the Predecessor that constitute collateral with respect to the Existing Indentures, including the issued and outstanding equity interests in certain of the Predecessor’s direct subsidiaries, were transferred to CCF OpCo. CCF OpCo is an indirect wholly owned subsidiary of the CCF Holdings, LLC.

Following the foreclosure on the assets of Predecessor, the Restructuring resulted in a change in control for the Company, and the impact of the Restructuring has been recognized in the Successor period of the company’s financial statements. The strict foreclosure resulted in $6,941 in transaction costs, which were expensed in the Predecessor period ended December 12, 2018. For purposes of applying business combination accounting, the fair value of the 2019 Notes and 2020 Notes extinguished of $68,301 is the consideration transferred for the equity interests in the acquired subsidiaries.

The following table summarizes the estimated fair values of liabilities assumed and the assets acquired as of the Restructuring date:


Consideration transferred			$	68,301

Fair value of assets acquired:
Cash and cash equivalents	$	46,990
Restricted cash		950
Finance receivables, net		81,628
Card related pre-funding and receivables		1,089
Other current assets		15,602
Property, leasehold improvements and equipment, net		62,777
Other intangible assets		3,163
Security deposits		2,295
Total fair value of assets acquired		214,494

Fair value of liabilities assumed:
Accounts payable and accrued liabilities		29,565
Money orders payable		4,020
Accrued interest		521
Deferred revenue and other		8,089
Unfavorable leases		2,147
Secured notes payable		42,000
Subsidiary notes payable		71,139
Total fair value of liabilities assumed		157,481

Net assets acquired				57,013

Goodwill			$	11,288

There were no significant business combinations during years ended December 31, 2019 and December 31, 2017.