XML 51 R11.htm IDEA: XBRL DOCUMENT
v3.23.2

Acquisitions | 6 Months Ended
--- | ---
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions 2022 Acquisitions Acquisition of Entel Chile Data Centers (the "Entel Chile Acquisition") and Entel Peru Data Center (the "Entel Peru Acquisition") On May 2, 2022, we further expanded in Latin America through an acquisition of four data centers in Chile from Entel, a leading Chilean telecommunications provider, for a total purchase consideration of $638.3 million at the exchange rate in effect on that date. On August 1, 2022, we completed the acquisition of a data center in Peru from Entel for a total purchase consideration of $80.3 million at the exchange rate in effect on that date. The Entel Chile Acquisition and Entel Peru Acquisition support our ongoing expansion to meet customer demand in the Latin American market. Acquisition of MainOne (the "MainOne Acquisition") On April 1, 2022, we completed the acquisition of all outstanding shares of MainOne, which consisted of four data centers as well as a subsea cable and terrestrial fiber network. We acquired MainOne and its assets for a total purchase consideration of $278.4 million. The MainOne Acquisition supports our ongoing expansion to meet customer demand in the West African market. Purchase Price Allocation Each of the acquisitions noted above constitute a business under the accounting standard for business combinations and, therefore, were accounted for as business combinations using the acquisition method of accounting. Under this method, the total purchase price is allocated to the assets acquired and liabilities assumed measured at fair value on the date of acquisition, except where alternative measurement is required under GAAP. As of June 30, 2023, we completed the detailed valuation analysis and the final allocation of purchase price for the Entel Peru Acquisition. A summary of the final allocation of total purchase consideration is presented as follows (in thousands):
| Entel Chile |  | MainOne |  | Entel Peru |  |
Cash and cash equivalents | $ | — |  |  | $ | 33,026 |  |  | $ | — |  |  |
Accounts receivable | — |  |  | 9,431 |  |  | — |  |  |
Other current assets | 12,424 |  |  | 21,988 |  |  | — |  |  |
Property, plant and equipment | 81,132 |  |  | 239,583 |  |  | 13,423 |  |  |
Intangible assets | 153,489 |  |  | 54,800 |  |  | 10,000 |  |  |
Goodwill | 380,867 |  |  | 110,665 |  |  | 46,285 |  |  |
Deferred tax and other assets | 12,090 |  |  | 5,879 |  |  | 10,801 |  |  |
Total assets acquired | 640,002 |  |  | 475,372 |  |  | 80,509 |  |  |
Accounts payable and accrued liabilities | (195) |  |  | (18,525) |  |  | — |  |  |
Other current liabilities (1) | — |  |  | (13,061) |  |  | — |  |  |
Mortgage and loans payable | — |  |  | (25,944) |  |  | — |  |  |
Deferred tax and other liabilities (1) | (1,463) |  |  | (139,492) |  |  | (167) |  |  |
Net assets acquired | $ | 638,344 |  |  | $ | 278,350 |  |  | $ | 80,342 |  |  |
(1)For the MainOne Acquisition, other current liabilities includes $9.9 million of deferred revenue - current and the other liabilities includes $95.4 million of deferred revenue - non-current. Property, plant and equipment - The fair values of property, plant and equipment acquired from these three acquisitions were estimated by applying the cost approach, with the exception of land, which we estimated by applying the market approach. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, age and effective age. Intangible assets - The following table presents certain information on the acquired intangible assets (in thousands):
Intangible Assets |  | Fair Value |  | Estimated Useful Lives (Years) |  | Weighted-average Estimated Useful Lives (Years) |  | Discount Rate
Entel Peru: |  |  |  |  |  |  |  |
Customer relationships (1) |  | $ | 10,000 |  |  | 15.0 |  | 15.0 |  | 7.0 | %
Entel Chile: |  |  |  |  |  |  |  |
Customer relationships (1) |  | 153,489 |  |  | 12.0 - 15.0 |  | 14.0 |  | 8.5% - 9.5%
MainOne: |  |  |  |  |  |  |  |
Customer relationships (1) |  | 51,500 |  |  | 10.0 - 15.0 |  | 14.0 |  | 11.5 | %
Trade names (2) |  | 3,300 |  |  | 5.0 |  | 5.0 |  | 11.5 | %
(1)The fair value was estimated by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue and/or by using benchmarking. The rates reflect the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows, as well as the risk of the country within which the acquired business operates. (2)The fair value of the MainOne trade name was estimated using the relief from royalty method under the income approach. We applied a relief from royalty rate of 1.0%. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill is attributable to the workforce of the acquired business and the projected revenue increase expected to arise from future customers after the acquisition. Goodwill from the Entel Peru and Entel Chile acquisitions are attributable to the Americas region. Goodwill from the Entel Chile acquisition is amortizable for local tax purposes, while goodwill from the Entel Peru acquisition is not expected to be amortizable for local tax purposes. Goodwill from the MainOne Acquisition is attributable to the EMEA region and is generally not deductible for local tax purposes.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration