On January 30, 2024, we completed the acquisition of Farfetch. We acquired Farfetch primarily to allow us to expand into luxury retail. We have accounted for this acquisition as a business combination. Total purchase consideration consisted of amounts previously funded to Farfetch under a loan prior to acquisition (the “Bridge Loan”) and required partial repayment of the Farfetch Term Loans at the close of the transaction.


(in millions)	Estimated Fair Value
Farfetch Term Loan repayment	$	58
Bridge Loan contribution	150
Total purchase consideration	$	208

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:


(in millions)	Estimated Fair Value
Assets acquired
Cash and cash equivalents	$	126
Accounts receivable, net	286
Inventories	305
Prepaids and other current assets	221
Intangible assets	325
Operating lease right-of-use assets	209
Other assets	318
Liabilities assumed
Accounts payable	(529)
Long-term debt	(557)
Operating lease obligations	(214)
Other liabilities	(343)
Net assets assumed	147
Noncontrolling interests	(78)
Goodwill on acquisition	139
Total consideration	$	208

The excess of purchase consideration over the fair value of net identifiable assets acquired and liabilities assumed was recorded as goodwill which is not deductible for tax purposes. Goodwill represents the future economic benefits we expect to achieve as a result of the acquisition, including the workforce of the acquired business as well as future operational and logistical cost efficiencies expected to be achieved.


(in millions, except years)	Weighted Average Useful Life	Estimated Fair Value
Brand trademarks	5 years	$	130
Customer relationships	5 years	34
Supplier relationships	15 years	61
Developed technology	3 years	38
Brand licenses	8 years	62
Total intangible assets		$	325

The results of Farfetch included in our condensed consolidated statement of operations since the closing of the acquisition were as follows:

The following financial information presents our results as if the acquisition of Farfetch had occurred on January 1, 2023:


	Three Months Ended March 31, 2024
(in millions)
Pro Forma Information
Total net revenues	$	7,301
Net loss	$	(120)

These pro forma results are based on estimates and assumptions, which we believe are reasonable. They are illustrative only and are not the results that would have been achieved had the acquisition actually occurred on January 1, 2023, nor are they indicative of future results. The pro forma results include adjustments related to the business combination, including amortization of acquired intangibles, stock-based compensation, lease expense, and income taxes.

Following the Farfetch Acquisition, we have continued to undertake various restructuring actions, including the early exit of certain assumed contractual obligations. In February 2025, we entered into a settlement agreement and mutual release with Authentic Brands Group LLC related to a license agreement that terminated guaranteed minimum royalty payments totaling $264 million over the eight remaining years of the agreement.

In December 2023, we established the Limited Partnership for the purposes of providing the Bridge Loan and acquiring all of the business and assets of Farfetch. The Limited Partnership was initially owned 80.1% by Coupang, Inc. and 19.9% by certain funds advised or managed by Greenoaks Capital Partners, LLC (“Greenoaks”), a related party. The Limited Partnership is included in the Company’s consolidated operating results for the three months ended March 31, 2025 and 2024.

In February 2025, we acquired the remaining 40% of Palm Angels not owned by New Guards Group Holdings S.p.A. (“New Guards”), a subsidiary acquired in the Farfetch Acquisition, and subsequently sold the rights to the Palm Angels brand, as part of our Farfetch restructuring actions.

On April 7, 2025, we entered into a Master Transaction Agreement (the “Agreement”) with Greenoaks resulting in the indirect acquisition of the Limited Partnership partner units representing all of Greenoaks’ equity interest in the Limited Partnership, and all rights and obligations associated with such limited partner units. Concurrently with the execution of the Agreement, we paid to Greenoaks consideration consisting of a $14 million cash payment and the issuance of 5,465,099 shares of our Class A Common Stock.

Mr. Neil Mehta, a member of the Company’s Board of Directors, has served as a Managing Partner of Greenoaks since April 2012. Greenoaks and certain funds and accounts to which Greenoaks serves as the investment adviser and related persons or entities, including Mr. Mehta, have ownership in our Class A common stock.