Acquisitions (Tables)

9 Months Ended

Sep. 30, 2021

Summary of Preliminary Consideration Transferred

The following table summarizes the preliminary consideration transferred (in millions):

Cash consideration to prior equityholders⁽¹⁾	$	1,055
Repayment of debt		1,814
Total cash consideration	$	2,869
Continuing unitholders rollover equity into the Company⁽²⁾		1,414
Contingent consideration - Tax Receivable Agreement⁽³⁾		578
Contingent consideration - Seller Earnouts⁽³⁾		109
Total consideration transferred	$	4,970
Noncontrolling interest⁽⁴⁾	$	838

⁽¹⁾Includes cash consideration paid to reimburse seller for certain transaction expenses.

⁽²⁾The Company issued approximately 141 million shares that had a total fair value of approximately $1.4 billion based on the price of $10 per share on July 2, 2021, the acquisition date.

⁽³⁾The TRA and Seller Earnouts represent liability classified contingent consideration. The estimated fair values are preliminary and subject to adjustments in subsequent periods. Refer to Note 9 “Stockholders’ and Members’ Equity”, Note 14 “Financial Instruments” and Note 15 “Fair Value Measurement” for further discussion.

⁽⁴⁾The fair value of the noncontrolling interest is estimated based on the fair value of acquired business. The fair value of the noncontrolling interest is preliminary and subject to adjustments in subsequent periods. The noncontrolling interest is exchangeable for Company Class A Common Stock at the option of the holder. Refer to Note 9 “Stockholders’ and Members’ Equity” for additional information.

Summary of Preliminary Purchase Price allocation

The following table summarizes the preliminary purchase price allocation (in millions):

Cash and cash equivalents	$	460
Receivables		486
Fiduciary assets		1,015
Other current assets		159
Fixed assets		206
Deferred tax assets, net		4
Other assets		440
Accounts payable and accrued liabilities		(327	)
Fiduciary liabilities		(1,015	)
Other current liabilities		(302	)
Debt assumed		(2,370	)
Other liabilities		(381	)
Intangible assets		4,078
Total identifiable net assets	$	2,453
Goodwill	$	3,356

Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives

Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The trade name intangible asset represents the corporate Alight tradename, which was valued using the relief-from-royalty method. The technology related intangible assets represent software developed by Alight Holdings to differentiate its product/service offerings for its customers, valued using the relief-from-royalty method. The customer related and contract based intangible assets represent strong, long-term relationships with customers, valued using the multi-period excess earnings method. The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows:

	Fair value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Definite lived trade names	$	400	15
Technology related intangibles	$	222	6
Customer related and contract based intangibles	$	3,456	15

Summary of Unaudited Pro forma Financial Information

The unaudited pro forma financial information is as follows (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Pro forma revenue	$	690		$	668		$	2,051		$	2,008
Pro forma net loss	$	(111	)	$	(70	)	$	(121	)	$	(136	)
Pro forma net loss attributable to controlling interest	$	(99	)	$	(56	)	$	(107	)	$	(111	)
Pro forma net loss attributable to noncontrolling interest	$	(12	)	$	(14	)	$	(14	)	$	(25	)