Acquisitions and Divestitures

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions and Divestitures

3. Acquisitions and Divestitures

2021 Acquisition

On October 28, 2021, we entered into a definitive agreement to acquire all of the outstanding equity interest in Flyers Energy Group ("Flyers") for a purchase price of $773 million, subject to customary adjustments relating to net working capital, indebtedness and transaction expenses. We may elect to satisfy up to $50 million of the purchase price through issuance of the Company's common stock and $100 million will be paid in equal installments over the two years following completion of the transaction. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected be completed within 60 to 90 days.

2020 Acquisition

During the first quarter of 2020, we completed the acquisition of the aviation fuel business from Universal Weather and Aviation, Inc. ("UVair fuel business"), which serves business and general aviation customers worldwide. The total purchase price of $159.0 million included a $30 million deferred payment that remained partially outstanding as of September 30, 2021. The acquisition was accounted for as a business combination and is reported in the aviation segment.

2020 Divestiture

On September 30, 2020, we completed the sale of our Multi Service payment solutions business ("MSTS") pursuant to the definitive agreement signed on July 30, 2020, for gross cash proceeds at closing of $303.5 million, subject to working capital adjustments, and a deferred payment of $75.0 million, of which $50.0 million will be conditioned on MSTS's achievement of certain financial targets in 2021 and 2022. The sale resulted in a pre-tax gain of $80.0 million, net of costs to sell, recognized during the nine months ended of 2020. The gain is reported in Other income (expense), net within our Consolidated Statements of Income and Comprehensive Income. During the third quarter of 2021, we collected $25.0 million of the deferred payment that was part of a Note Receivable originally due in 2026. Prior to the sale, MSTS was a reporting unit mainly reported within the land segment. The sale did not meet the criteria to be reported as a discontinued operation.