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Business Combinations - Farfetch
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations - Farfetch Business Combinations – Farfetch
Farfetch Acquisition
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 
Purchase Price Allocation
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, net286 
Inventories305 
Prepaids and other current assets221 
Intangible assets325 
Operating lease right-of-use assets209 
Other assets318 
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.
The identifiable intangible assets acquired were as follows:
(in millions, except years)
Weighted Average Useful Life
Estimated Fair Value
Brand trademarks
5 years$130 
Customer relationships
5 years34 
Supplier relationships
15 years61 
Developed technology
3 years38 
Brand licenses
8 years62 
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:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2024
Total net revenues
$439 $1,187 
Net loss
$(44)$(274)
Supplemental Pro Forma Information (Unaudited)
The following financial information presents our results as if the acquisition of Farfetch had occurred on January 1, 2023:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)
2024
Pro Forma Information
Total net revenues
$7,866 $22,490 
Net income (loss)
$61 $(167)
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.
Redeemable Noncontrolling Interests
In December 2023, we established the Limited Partnership for the purpose 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.
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 with a fair value of $122 million consisting of a $14 million cash payment and the issuance of 5,465,099 shares of our Class A Common Stock with a fair value of $108 million based on the closing market price of $19.76 per share on the acquisition date. The Limited Partnership is included in the Company’s consolidated operating results through the acquisition date.
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 interests in our Class A common stock.
In February 2025, we acquired the remaining 40% of the Palm Angels brand (“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 Palm Angels, as part of our Farfetch restructuring actions.