On April 1, 2020, we completed the acquisition of 100% of the capital stock of Five Points, an independent private equity manager focused exclusively on the U.S. lower middle market. The transaction was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805.

Consideration paid in the transaction consisted of both cash and equity. See Note 16 for additional information on the preferred stock issued in the connection with the acquisition of Five Points.

In connection with the acquisition, the Company incurred a total of $2.3 million of acquisition-related expenses. Of the total acquisition-related expenses, $0 and $0 million were recorded during the nine and three months ended September 30, 2021 and $1.1 and $0 million were recorded during the nine and three month ended September 30, 2020, respectively. These costs are included in professional fees on our Consolidated Statements of Operations.

The following table presents the fair value of the net assets acquired as of the acquisition date:


	Fair Value
ASSETS
Cash and cash equivalents	$	111
Accounts receivable		295
Due from related parties		27
Prepaid expenses and other		13
Property and equipment		87
Right-of-use assets		339
Intangible assets		23,960
Total assets acquired	$	24,832
LIABILITIES
Accounts payable	$	358
Accrued expenses		390
Long-term lease obligation		339
Deferred tax liability		5,524
Total liabilities assumed	$	6,611

Net identifiable assets acquired	$	18,221
Goodwill		48,630
Net assets acquired	$	66,851

The following table presents the fair value of identifiable intangible assets acquired:


			Weighted-
			Average
			Amortization
	Fair Value		Period
Value of management contracts	$	19,900	10
Value of trade name		4,060	10
Total identifiable intangible assets	$	23,960

The goodwill recorded as part of the acquisition includes benefits that management believes will result from the acquisition, including expanding the Company’s product offering into private credit. The goodwill is not expected to be deductible for tax purposes.

On October 2, 2020, the Company completed the acquisition of 100% of the issued and outstanding membership interests of TrueBridge for a total consideration of $189.1 million, which includes cash, contingent consideration and preferred stock of P10 Intermediate. TrueBridge is a leading venture capital firm that invests in both venture funds and directly in select venture-backed companies. The transaction was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805.

The following is a summary of consideration paid:


	Fair Value
Cash	$	94,216
Contingent consideration		572
Preferred stock		94,350
Total purchase consideration	$	189,138

A net cash amount of $89.5 million was financed through an amendment to the existing term loan under the credit and guarantee facility with HPS Investment Partners, LLC (“HPS”), an unrelated party. The additional draw has the same terms as the existing Facility including the maturity date. See Note 16 for additional information on the preferred stock issued in the connection with the acquisition of TrueBridge.

Included in total consideration is $572 thousand of contingent consideration, representing the fair value of expected future payments on the date of the acquisition. The amount ultimately owed to the sellers is based on achieving specific fundraising targets, and all amounts under this arrangement were paid by October 2021. As of September 30, 2021, the fair value of the remaining contingent consideration totaled $209 thousand. For the nine months ended September 30, 2021, a total of $518 thousand was paid to the sellers of Truebridge and $134 thousand in expense was recognized in other income on the Consolidated Statements of Operations for the change in estimated value of the contingent consideration.

In connection with the acquisition, the Company incurred a total of $1.7 million of acquisition-related expenses. Of the total acquisition-related expenses, $0 and $0 were recorded during the nine and three months ended September 30, 2021 and $1.6 and $1.2 million were recorded during the nine and three months ended September 30, 2020, respectively.

The following table presents the fair value of the net assets acquired as of the acquisition date:


	Fair Value
ASSETS
Cash and cash equivalents	$	6,537
Accounts receivable		14
Due from related parties		55
Prepaid expenses and other		60
Property and equipment		1,061
Right-of-use assets		1,627
Intangible assets		43,600
Total assets acquired	$	52,954
LIABILITIES
Accounts payable	$	20
Accrued expenses		323
Deferred revenues		6,491
Long-term lease obligation		2,031
Deferred tax liability		5,518
Total liabilities assumed	$	14,383

Net identifiable assets acquired	$	38,571
Goodwill		150,567
Net assets acquired	$	189,138

The following table presents the fair value of identifiable intangible assets acquired:


			Weighted-
			Average
			Amortization
	Fair Value		Period
Value of management contracts	$	34,100	10
Value of trade name	$	7,300	10
Value of technology		2,200	4
Total identifiable intangible assets	$	43,600

The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company’s build out of its investment product offering. Approximately $73.7 million of goodwill is expected to be deductible for tax purposes.

On December 14, 2020, the Company completed the acquisition of 100% of the equity interest in ECG and a non-controlling interest in ECP’s outstanding equity, comprised of a 49% voting interest and a 50% economic interest, for total consideration of $111.0 million. The consideration included cash, estimated working capital adjustments and preferred stock of P10 Intermediate. ECG is an alternative asset manager and provider of tax credit transaction and consulting services focused on underserved areas and other socially responsible end markets such as renewable energy (impact investing). The alternative asset management business includes providing management, transaction, and consulting services to various entities which have historically been wholly owned by subsidiaries and affiliates of ECG. ECP’s primary business is to participate in various state sponsored premium tax credit investment programs through debt, equity, and equity-related investments. The acquisition of ECG was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805, while ECP is reported as an unconsolidated investee of P10 and accounted for under the equity method of accounting.

Upon the completion of the acquisitions, certain agreements contemplated in the Securities Purchase Agreement became effective immediately upon the closing of the acquisitions. The allocation of the consideration paid for the assets acquired and

liabilities assumed takes into consideration the fact that these agreements occurred contemporaneously with the closing of the acquisitions.

Prior to and through the date of the acquisition by the Company, ECG had certain consolidated subsidiaries and funds whose primary activities consisted of issuing qualified debt or equity instruments to tax credit investors in order to make investments in qualified businesses, which are referred to as the “Permanent Capital Subsidiaries.” Pursuant to a Reorganization Agreement, upon the closing of P10’s acquisition of ECG, the Permanent Capital Subsidiaries were contributed by ECG to Enhanced Permanent Capital, LLC (“Enhanced PC”), a newly formed entity. In exchange for this contribution of the Permanent Capital Subsidiaries, ECG obtained a non-controlling equity interest in Enhanced PC. The ownership in Enhanced PC was evaluated by management, and it was determined to be a variable interest. However, ECG was concluded to not be the primary beneficiary of Enhanced PC and, accordingly, Enhanced PC is not consolidated by ECG. Rather, the interest in Enhanced PC is reflected as an equity method investment by ECG. In addition to the Reorganization Agreement, see Note 11 for information on the Advisory Agreement and Administrative Services Agreement.

The acquisition of the equity interests in ECG and ECP were negotiated simultaneously for a single purchase price. The following tables illustrate the consideration paid for Enhanced, and the allocation of the purchase price to the acquired assets and assumed liabilities.


	Fair Value
Cash	$	82,596
Estimated post-closing working capital adjustment		1,519
Preferred stock		26,904
Total purchase consideration	$	111,019

A total of $66.6 million of the cash consideration was financed through an amendment to the existing term loan under the Facility with HPS. The additional draw has the same terms as the existing Facility, including the maturity date. See Note 16 for additional information on the preferred stock issued in the connection with the acquisition of Enhanced.

In connection with the acquisition, the Company incurred a total of $3.7 million of acquisition-related expenses. Of the total acquisition-related expenses, $77 thousand and $0 were recorded during the nine and three months ended September 30, 2021 and $0 and $0 million were recorded during the nine and three months ended September 30, 2020, respectively. These costs are included in professional fees on our Consolidated Statements of Operations.

The acquisition date fair values of certain assets and liabilities, including intangible assets acquired and related weighted average expected lives and deferred income taxes, are provisional and subject to revision within one year of the acquisition date. As such, our estimates of fair values are pending finalization, which may result in adjustments to goodwill.

The following table presents the provisional fair value of the net assets acquired as of the acquisition date:


	Fair Value
ASSETS
Cash and cash equivalents	$	2,752
Restricted cash		254
Accounts receivable		3,424
Due from related parties		257
Prepaid expenses and other assets		2,099
Investment in unconsolidated subsidiaries		2,158
Intangible assets		36,820
Total assets acquired	$	47,764
LIABILITIES
Accrued expenses	$	551
Other liabilities		288
Deferred revenues		2,110
Due to related parties		2,059
Debt obligations		1,693
Deferred tax liability		3,318
Total liabilities assumed	$	10,019

Net identifiable assets acquired	$	37,745
Goodwill		73,274
Net assets acquired	$	111,019

The following table presents the provisional fair value of identifiable intangible assets acquired:


			Weighted-
			Average
			Amortization
	Fair Value		Period
Value of management and advisory contracts	$	30,820	12
Value of trade name		6,000	10
Total identifiable intangible assets	$	36,820

The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company’s build out of its investment product offering. Approximately $18.7 million of goodwill is expected to be deductible for tax purposes.

On September 30, 2021, the Company completed the purchase of Bonaccord for total consideration of $55.9 million, which includes cash and contingent consideration. Bonaccord is engaged in the business of acquiring minority interests in alternative asset mangement companies focused on private market strategies which may include private equity, private client, real estate, and real asset strategies. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805.

A total of $35.0 million of the cash consideration was financed through an amendment to the existing term loan under the facility with HPS. The additional draw has the same terms as the existing Facility, including the maturity date.

Included in total consideration is $17.0 million of contingent consideration, representing the fair value of expected future payments on the date of the acquisition. The amount ultimately owed to the sellers is based on achieving specific revenue related targets, and all amounts under this arrangement are expected to be paid by October 2027. Total payment ranges from $0 to $20.0 million.

The fair value is based on the scenario based method. The assumptions used in the analysis are inherently subjective; therefore, the ultimate amount of the liability may differ materially from the current estimate. As of September 30, 2021, the estimated fair value of the remaining contingent consideration totaled $17.0 million. A total of $0 was paid to the sellers of Bonaccord and $0 in expense was recognized in other income on the Consolidated Statements of Operations for the change in estimated value of the contingent consideration.

In connection with the acquisition, the Company incurred a total of $1.9 million of acquisition-related expenses. Of the total acquisition-related expenses, $1.9 million and $1.9 were recorded during the nine months and three months ended September 30, 2021 and $0 and $0 million were recorded for the nine and three months ended September 30, 2020, respectively. Of these costs, $1.6 millions relates to a one time bonus to employees associated with the acquisition, which is included in compensation and benefits on the consolidates statements of operations. The remaining costs are included in professional fees on the Consolidated Statement of Operations.

The acquisition date fair value of certain assets and liabilities, including intangible assets acquired and related weighted average expected lives are provisional and subject to revision within one year of the acquisition date. As such, our estimates of fair values are pending finalization, which may result in adjustments to goodwill.

The following table presents the provisional fair value of the net assets acquired as of the acquisition date:


	Fair Value
ASSETS
Prepaid expenses and other assets		9
Investment in partnership		1,396
Intangible assets		12,480
Total assets acquired	$	13,885
LIABILITIES
Accrued expenses	$	919
Total liabilities assumed	$	919

Net identifiable assets acquired	$	12,966
Goodwill		42,930
Net assets acquired	$	55,896

The following table presents the provisional fair value of the identifiable intangible assets acquired:


			Weighted-
			Average
			Amortization
	Fair Value		Period
Value of management and advisory contracts	$	8,930	8
Value of trade name		3,550	10
Total identifiable intangible assets	$	12,480

In connection with the acquisition, Bonaccord entered a Strategic Alliance Agreement ("SAA"), providing a third-party the right to receive 15% of the net management fee earnings, which includes the management fees minus applicable expenses, for Bonaccord Fund I ("Fund I"), paid quarterly. Within 60 days following the final closing of the next fund, Bonaccord Fund II ("Fund II"), the third-party has the opportunity to acquire equity interests in Bonaccord based on the amount of commitment made to subsequent Funds II and III that ranges from 0.1%-9.9% of equity in Bonaccord. If within 60 days of the final closing

of Funds II and III, the third-party has not met specific equity commitments in the SAA, Bonaccord may elect to repurchase the equity interests at fair market value. In addition to this SAA, there is another agreement with a third-party, similar to a placement fee arrangement, whereby they will receive 5% of net management fee revenues for Fund I.

The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company’s build out of its investment product offering. Approximately $42.9 million of goodwill is expected to be deductible for tax purposes.

On September 30, 2021, the Company completed the purchases of Hark for total consideration of $7.2 million, which includes $5.0 million of cash and $2.2 million of estimated contingent consideration. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805. Hark is engaged in the business of making loans to portfolio companies that are owned or controlled by financial sponsors, such as private equity funds or venture capital funds, and which do not meet traditional direct lending underwriting criteria, but where the repayment of the loan by the portfolio company is guaranteed by its financial sponsor. The provisional fair value consisted of $2.5 million in net assets and $4.7 million in goodwill.

The fair value of management and advisory contracts acquired were estimated using the excess earnings method. Significant inputs to the valuation model include existing revenue, estimates of expenses and contributory asset charges, the economic life of the contracts and a discount rate based on a weighted average cost of capital.

The fair value of trade names acquired were estimated using the relief from royalty method. Significant inputs to the valuation model include estimates of existing and future revenue, estimated royalty rate, economic life and a discount rate based on a weighted average cost of capital.

The fair value of technology acquired was estimated using the relief from royalty method. Significant inputs to the valuation model include a royalty rate, an estimated life and a discount rate.

The management and advisory contracts, trade names and the acquired technology all have a finite useful life. The carrying value of the management fund and advisory contracts and trade names will be amortized in line with the pattern in which the economic benefits arise and are reviewed at least annually for indicators of impairment in value that is other than temporary. The technology will be amortized on a straight-line basis.

The following unaudited pro forma condensed consolidated results of operations of the Company assumes the acquisitions of Five Points, TrueBridge, Enhanced, and Bonaccord were completed on January 1, 2020:


	For the Nine Months Ended
	September 30,
	2021		2020
Revenue	$	120,057	$	90,075
Net income attributable to P10		12,749		5,435

Pro forma adjustments include revenue and net income (loss) of the acquired business for each period. Other pro forma adjustments include intangible amortization expense and interest expense based on debt issued or repaid in connection with the acquisitions as if the acquisitions were completed on January 1, 2020. The pro forma adjustments also give effect to the reorganization of Enhanced and formation of Enhanced Permanent Capital, as well as the impacts of the advisory services agreement as further described at Note 11.