Acquisitions

9 Months Ended

Sep. 30, 2024

Note 5—Acquisitions

Battea-Class Action Services, LLC

On September 27, 2024, we purchased all of the outstanding stock of Battea-Class Action Services, LLC (“Battea”) for approximately $671 million in cash, plus the costs of effecting the transaction. We financed the acquisition in part by entering into an Incremental Joinder to our existing amended and restated credit agreement, dated as of April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Battea is a market-leading provider of securities class action claims and settlement recovery services.

The net assets and results of operations of Battea have been included in our Condensed Consolidated Financial Statements from September 27, 2024. The fair value of the acquired receivables represents the contractual value net of the allowance for potentially uncollectible accounts. The preliminary fair value of the intangible assets, consisting of customer relationships, completed technologies and trade names, was determined using the income approach. The intangible assets will be amortized each year based on the ratio that the projected cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets. The customer relationships, completed technologies and trade names are expected to be amortized over approximately thirteen, eleven and thirteen years, respectively, in each case the estimated life of the assets. The remainder of the purchase price was allocated to goodwill which is attributed to intangible assets that do not qualify for separate recognition. A portion of goodwill is tax deductible.

There are $4.1 million in revenues from Battea’s operations included in the Condensed Consolidated Statements of Comprehensive Income from the date of acquisition through September 30, 2024.

The following summarizes the preliminary allocation of the purchase price for the September 2024 acquisition of Battea (in millions). The fair values of the acquired assets and the related evaluation of taxes, are provisional pending receipt of the final valuation for those assets. The valuation of the acquired liabilities is also preliminary.


	Battea
Accounts receivable	$	42.9
Property, plant and equipment		1.9
Other assets		1.1
Funds receivable and funds held on behalf of clients		284.8
Operating lease right-of-use assets		1.2
Customer relationships		246.6
Completed technologies		121.8
Trade names		7.8
Goodwill		323.5
Accrued employee compensation and other liabilities		(67.2	)
Deferred income taxes		(33.8	)
Client funds obligations		(284.8	)
Consideration paid, net of cash acquired	$	645.8

The following unaudited pro forma information is provided for illustrative purposes only and assumes that the acquisition of Battea occurred on January 1, 2023, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects. This unaudited pro forma information (in millions) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on that date, nor of the results that may be obtained in the future.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues	$	1,472.6	$	1,413.8	$	4,359.1	$	4,139.1
Net income	$	159.0	$	170.2	$	491.9	$	398.6