ACQUISITIONS

The Company completed the following business acquisitions during the years ended December 31:

2015

The Company acquired 100% of the outstanding capital stock of each of Nubera eBusiness S.L., based in Barcelona, Spain ("Nubera") on July 1, 2015 and Capterra, Inc., based in Arlington, Virginia ("Capterra") on September 24, 2015. Both of these acquired businesses assist organizations in selecting the right business software for their needs.

The following table provides information regarding the cash paid for the Company's 2015 acquisitions (in millions):



	Total
Aggregate purchase price (1), (2)	$	206.9
Less: cash acquired (3)	(10.7		)
Net cash paid during 2015 (3)	$	196.2


(1)	The aggregate purchase price represents the gross cash paid for 100% of the outstanding capital stock of the acquired businesses. This includes $179.2 million paid for Capterra and approximately $27.7 million paid for Nubera.


(2)	The aggregate purchase price includes $30.0 million placed in escrow to cover potential indemnification claims. Of this amount, $25.6 million is restricted cash and is reported in Other Assets on the Company's Condensed Consolidated Balance Sheets.


(3)	Cash acquired represents the amount of cash from the acquired businesses. The net cash paid represents the amount paid for cash flow reporting purposes.

In addition to the aggregate purchase price paid for these businesses, the Company may also be required to pay up to an additional $32.0 million in cash in the future subject to the continuing employment of certain key employees. The $32.0 million is being recognized as compensation expense over three years and will be reported in the line Acquisition and Integration Charges in the Consolidated Statements of Operations.

The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets and liabilities assumed in the 2015 acquisitions (in millions):



	Total
Assets:
Cash	$	10.7
Receivables and other assets	12.8
Amortizable intangible assets (1)	79.6
Goodwill (1)	138.1
Total assets	$	241.2
Liabilities:
Payables and accrueds (2)	$	34.3
Total liabilities	$	34.3
Net assets acquired	$	206.9


(1)	Includes $68.5 million and $121.1 million of amortizable intangible assets and goodwill, respectively, for Capterra and approximately $11.1 million and $17.0 million of amortizable intangible assets and goodwill, respectively, for Nubera.


(2)	Includes $25.6 million Capterra escrow liability. The escrow liability is scheduled to be paid in late 2017 from restricted cash.

The Company considers the allocation of the purchase price to be preliminary with respect to the completion of certain tax contingencies and the finalization of working capital adjustments. The Company believes the recorded goodwill is supported by the anticipated revenue synergies resulting from the acquisitions. The operating results of the acquired businesses and the related goodwill are being reported in the Company's Research segment. The Company's financial statements include the operating results of the acquired businesses beginning from their respective acquisition dates, which were not material to either the Company's consolidated operating results or Research segment results for 2015. Had the Company acquired these businesses in prior periods, the impact to the Company's operating results for prior periods would not have been material, and as a result pro forma financial information for prior periods has not been presented.

2014

The Company acquired 100% of the outstanding shares of three companies, Software Advice, Inc., (“Software Advice”), Market-Visio Oy ("Market-Visio"), and SircleIT Inc. during 2014. The aggregate purchase price of these acquisitions was $115.4 million. Software Advice assists customers with software purchases, while Market-Visio was previously an independent sales agent of Gartner research products. SircleIT Inc. is a developer of cloud-based knowledge automation software. For cash flow reporting the Company paid $109.9 million in cash on a net basis in 2014 for these acquisitions. In addition, the Company placed $14.4 million in escrow, of which $0.8 million was paid out in 2015. The Company recorded $110.3 million of goodwill and other intangible assets related to the 2014 acquisitions and $5.1 million of other assets on a net basis.

In addition to the aggregate purchase price paid, the Company was also obligated to pay up to an additional $31.9 million for one of the acquisitions. Payment of this amount was subject to the continuing employment of certain key personnel and the satisfaction of certain indemnity claims. The $31.9 million is being recognized as compensation expense over the two-year service period of the relevant employees and is classified in the line item Acquisition and integration charges in the Consolidated Statements of Operations. The Company paid $9.2 million of the $31.9 million in early 2015 and anticipates that it will pay the remaining $22.7 million during the first half of 2016, of which $13.6 million will be paid from escrow.