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Business Acquisitions
9 Months Ended
Aug. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Acquisitions Business Acquisitions
We acquired Stratos and OpNet during the fourth quarter of 2023. Stratos is a global provider of online foreign exchange services. OpNet is a fixed wireless broadband service provider in Italy and also owns 59.3% of the common shares of Tessellis S.p.A. (“Tessellis”), a telecommunications company publicly listed on the Italian stock exchange. These companies were investments in our legacy merchant banking portfolio, and these transactions have been accounted for under the acquisition method of accounting which requires that the assets acquired, including identifiable intangible assets, and liabilities assumed to be recognized at their respective fair values as of the acquisition date.
Fair value of assets acquired and liabilities assumed on the acquisition dates:
$ in thousandsStratosOpNetTotal
Cash and cash equivalents$83,006 $7,875 $90,881 
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations124,306 — 124,306 
Financial instruments owned, at fair value53,028 — 53,028 
Investments in and loans to related parties— 6,644 6,644 
Receivables:
Brokers, dealers and clearing organizations113,750 — 113,750 
Fees, interest and other4,745 14,728 19,473 
Property and equipment, net31,830 111,458 143,288 
Goodwill (1)5,463 127,051 132,514 
Assets held for sale (2)— 578,820 578,820 
Other assets (3)31,135 98,278 129,413 
Total assets acquired$447,263 $944,854 $1,392,117 
Financial instruments sold, net yet purchased, at fair value$31,293 $— $31,293 
Payables:
Brokers, dealers and clearing organizations236 — 236 
Customers payables297,494 — 297,494 
Short-term borrowings— 7,137 7,137 
Lease liabilities9,308 23,040 32,348 
Liabilities held for sale (2)— 303,447 303,447 
Accrued expenses and other liabilities18,011 176,308 194,319 
Long-term debt— 75,437 75,437 
Total liabilities assumed$356,342 $585,369 $941,711 
Net assets acquired$90,921 $359,485 $450,406 
Noncontrolling interests$ $42,168 $42,168 
(1)All goodwill is attributed to the Asset Management reportable segment.
(2)Relates to the net operating assets of the wholesale operations of OpNet.
(3)Includes intangible assets in the form of purchased technology, trademarks and trade names, and customer relationships related to Tessellis that was acquired as part of obtaining control of OpNet. These intangible assets are being amortized over a finite life of up to 20 years.
Measurement Period Adjustments
The estimated purchase price allocation disclosed as of November 30, 2023 for OpNet was revised during the first quarter of 2024 as new information was received and analyzed resulting in an increase in Intangible assets of $39.3 million, a decrease in Property and equipment of $12.3 million, and a decrease in Goodwill of $27.0 million.
Stratos
We historically held a 49.9% voting interest in Stratos. In March 2023, certain noteholders of Global Brokerage Inc. (“GLBR”) filed an involuntary bankruptcy petition against GLBR and its subsidiary, Global Brokerage Holdings LLC (“Holdings”), which holds a 50.1% voting equity interest in Stratos. On September 14, 2023, we completed a foreclosure on the collateral that GLBR had pledged to secure its obligations under a credit facility, which consisted of GLBR’s equity interest in Stratos. As a result of the foreclosure, we own 100% of the outstanding interests of Stratos; and Stratos has become a consolidated subsidiary.
In connection with the acquisition of the additional 50.1% interests in Stratos, we extinguished our senior secured term loan to Stratos of $39.2 million and recognized a gain of $5.6 million, which is reflected in Principal transactions revenues. Upon the acquisition, we remeasured our previously existing 49.9% interest at fair value and recognized a loss of $4.7 million, in Other revenues, representing the excess of the carrying value of the 49.9% interest of our $47.9 million equity method investment over its fair value at the date of acquisition. The fair value of the previously existing equity interest was measured using an income approach based on estimates of future expected cash flows applying a risk-adjusted discount rate of 24.5%. Critical estimates to derive future expected cash flows includes the use of projected revenues and expenses, applicable tax rates and depreciation factors with the risk-adjusted discount rate based upon an estimated weighted average cost of capital for the acquired business.
No consideration, other than the nonmonetary exchange of our senior secured term loan, was transferred in connection with the foreclosure, which resulted in us obtaining 100% ownership of the outstanding interests of Stratos. In applying acquisition accounting, we estimated the overall enterprise fair value of Stratos consistent with the methodology utilized to fair value our previously existing 49.9% equity interest. The enterprise fair value was allocated based on the fair values of the acquired assets and assumed liabilities resulting in a gain of $0.9 million and goodwill of $5.5 million.
The results of Stratos’ operations have been included in our Consolidated Statements of Earnings from the date of acquisition on September 14, 2023.
OpNet
We historically owned 47.4% of the common shares and 50.0% of the voting rights of OpNet and various classes of convertible preferred stock issued by OpNet (the “preferred shares”). On November 30, 2023, we provided notice of our intent to convert certain classes of our preferred shares into common shares and, as a result, we obtained control of OpNet. Upon conversion on May 7, 2024, our ownership increased to 57.5% of the common shares and our voting rights increased to 72.6% of the aggregate voting rights of OpNet. Additionally, during the first quarter of 2024, we exchanged €115.1 million of our shareholder loans for additional preferred shares and also subscribed to additional
preferred shares of €25.0 million at a price per share of €10.00. During the second quarter of 2024, we provided an additional shareholder loan of €20.0 million and subscribed to additional preferred shares of €18.7 million at a price per share of €10.00. In June 2024, we provided an additional shareholder loan of €20.0 million.
OpNet was considered to be a variable interest entity and we determined that we were the primary beneficiary of OpNet. Accordingly, we consolidated OpNet and the assets and liabilities of OpNet in our consolidated financial statements. The initial consolidation of OpNet was accounted for under the acquisition method of accounting and we remeasured our previously existing interests at fair value and recognized a gain of $115.8 million, representing the excess of the fair value of our previously existing interests over the carrying value of our investment of $201.6 million. The fair value of the previously existing interests was measured based on an estimate of what could be recognized in a sale transaction for certain net operating assets of OpNet, which have been classified as held for sale, and OpNet’s percentage ownership of Tessellis common shares based on the publicly listed exchange price of Tessellis on November 30, 2023. No consideration was transferred in connection with the consolidation.
The remaining identifiable assets and assumed liabilities of OpNet primarily represent the assets and liabilities of Tessellis. An enterprise value for Tessellis was estimated based on its market capitalization at November 30, 2023, which was then allocated to the identifiable assets, including intangible assets, liabilities, and noncontrolling interests of the entity using an income approach, which calculates the present value of the estimated economic benefit of future cash flows, in order to determine the fair value of the identified customer relationships and Tessellis trade name. Property and equipment and developed technology assets were valued using a replacement cost methodology. Critical estimates included future expected cash flows, including forecasted revenues and expenses, and applicable discount rates. Discount rates used to compute the present value of expected net cash flows were based upon estimated weighted average cost of capital. The initial allocation of the purchase price resulted in the recognition of goodwill relating to Tessellis of $127.1 million. During the first quarter of 2024, we decreased goodwill by $27.0 million to $100.1 million based on measurement period adjustments.
During the nine months ended August 31, 2024, Tessellis executed various acquisitions and, as a result, recognized assets and liabilities of $20.6 million and $17.4 million, respectively, on the acquisition dates. Total assets primarily relate to goodwill and intangible assets. We are in the process of finalizing purchase price allocation adjustments related to the identified assets and may adjust these amounts upon completion of our assessment in subsequent reporting periods.
In February 2024, OpNet agreed to sell substantially all of its wholesale operating assets to Wind Tre S.p.A., a subsidiary of CK Hutchison Group Telecom Holdings Ltd. The sale closed in August 2024 and we received net cash proceeds of $322.8 million and recognized a pre-tax gain on sale of $2.8 million. The sale of OpNet did not include our interest in Tessellis.