On June 22, 2020, SciPlay completed the acquisition of all of the issued and outstanding capital stock of privately held mobile and social game company Come2Play, Ltd. (“Come2Play”), which expands SciPlay’s existing portfolio of social games. Come2Play offers a solitaire social game targeted towards casual game players on the same platform in which SciPlay currently offers its existing games. The total purchase consideration was $18 million, which includes our estimate of contingent acquisition consideration. Our allocation of the purchase price resulted in $13 million intangible assets primarily allocated to customer relationships and acquired technology and $7 million in excess purchase price allocated to goodwill.

On January 5, 2018, we completed the acquisition of all outstanding ordinary shares of NYX, creating a leading digital provider of sports wagering, iGaming and iLottery technologies, platforms, content, products and services. We paid $666 million in cash to acquire ordinary shares and other securities and to redeem NYX’s outstanding debt (including $92 million paid during the fourth quarter of 2017 to acquire NYX ordinary shares and other securities). The fair value of our NYX non-controlling equity interest held immediately before the acquisition date was $90 million.

We incurred $8 million and $15 million of NYX acquisition-related costs which were recorded in Restructuring and other for the years ended December 31, 2018 and 2017, respectively.

The following table summarizes the allocation of the purchase price, which reflects an $8 million adjustment from the preliminary allocation during the first quarter of 2018 and primarily related to the provisional amounts recognized for certain receivables and liabilities for which we have subsequently obtained and evaluated more detailed information than existed at the measurement date:


	January 5, 2018
Cash, cash equivalents and restricted cash	$	23
Accounts receivable and other current assets(1)	56
Property and equipment and other non-current assets(1)	22
Goodwill	368
Intangible assets	350
Total assets	$	819
Current liabilities(2)	$	74
Deferred income taxes	66
Assumed debt and other liabilities	300
Total liabilities	$	440
Total consideration transferred	$	379
(1) Including $41 million and $13 million of receivables and contract assets, respectively.
(2) Including $16 million of contract liabilities.

Cash, cash equivalents and restricted cash, accounts receivable and other current assets and most liabilities (other than as primarily related to deferred income taxes) were valued at the existing carrying values which approximated the estimated fair values. The fair value of deferred income taxes was determined by applying the applicable enacted statutory tax rate to the temporary differences that arose on the differences between the financial reporting value and tax basis of the acquired assets and assumed liabilities.

The fair value of intangible assets was determined using a combination of the relief from royalty method and the excess earnings method using Level 3 inputs in the hierarchy as established by ASC 820. The discount rates used in the valuation analysis ranged between 10% and 14%, and the royalty rate used was 0.5%. The following table details the intangible assets that have been identified:


	Fair Value		Weighted Average Useful Life (Years)
Customer relationships	$	214	7
Intellectual property(1)	127		7
Trade names	10		7
(1) Primarily consists of core technology and content.

The factors contributing to the recognition of acquisition goodwill are based on enhanced financial and operational scale, market diversification, expected cost and operational synergies, assembled workforce and other strategic benefits. None of the resultant goodwill is expected to be deductible for income tax purposes.

The following unaudited pro forma financial information for the years ended December 31, 2018 and 2017 give effect to the NYX acquisition as if it had been completed on January 1, 2017:

The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been if the NYX acquisition had taken place on January 1, 2017, nor is it indicative of future operating results. The pro forma amounts include the historical operating results of SGC and NYX prior to the acquisition, with adjustments factually supportable and directly attributable to the NYX acquisition, primarily related to the effect of fair value adjustments and related depreciation and amortization, acquisition-related fees and expenses, interest expense related to additional borrowings used to complete the acquisition and the effect of repayments of NYX historical debt as a result of the acquisition.

On November 1, 2018, we completed the acquisition of Don Best, a leading global supplier of real-time betting data and pricing for North American sporting events. Don Best was integrated into our Digital business segment. The total purchase considerations of these acquisitions was $46 million, which includes contingent acquisition consideration of $9 million. Our allocation of the purchase price resulted in $42 million intangible assets allocated to customer relationship and acquired technology and $11 million in excess purchase price allocated to goodwill, and the factors contributing to the recognition of goodwill are based on expected synergies resulting from these acquisitions, including the expansion of the customer base and new markets. Goodwill is not deductible for income tax purposes.

Contingent acquisition consideration value is primarily based on reaching certain earnings-based metrics, with a maximum payout of up to $17 million as of December 31, 2020.