Acquisitions

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

r8fin

On January 19, 2024, the Company completed its acquisition of all of the outstanding equity interests of R8FIN Holdings LP in exchange for total consideration of $125.9 million, consisting of $89.2 million in cash paid at closing (net of cash acquired) and the issuance of 374,601 shares of Class A common stock of the Corporation valued as of the closing date at $36.7 million.

r8fin provides a suite of algorithmic-based tools as well as a thin-client execution management system (EMS) trading application to facilitate futures and cash trades. The solutions complement Tradeweb’s existing Dealerweb Active Streams, Dealerweb Central Limit Order Book (CLOB), Tradeweb Request-for-Quote (RFQ) and Tradeweb AiEX (Automated Intelligent Execution) offerings.

The acquisition was accounted for as a business combination and the Company utilized the assistance of a third-party valuation specialist to determine the fair value of the assets acquired and liabilities assumed at the date of the closing of the acquisition. The fair values were determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market and primarily included significant unobservable inputs (Level 3).

Customer relationships were valued using the income approach, specifically a multi-period excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then examines the excess return that is attributable to the intangible asset being valued. The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, the Company estimated a weighted-average cost of capital for the overall business and employed an intangible asset risk premium to this rate when discounting the excess earnings related to customer relationships. The resulting discounted cash flows were then tax-affected at the applicable statutory rate.

The developed technology that was acquired, included in the condensed consolidated balance sheet as software development costs, was valued using the income approach, specifically the relief-from-royalty method (“RFRM”). The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above relating to the customer relationships.

The final purchase price was allocated as follows:


	Purchase Price Allocation

	(dollars in thousands)
Cash and cash equivalents	$	1,397

Accounts receivable	153


Software development costs	28,000
Goodwill	42,189
Intangible assets - Customer relationships	56,500


Other assets	179

Deferred revenue	(219)
Accounts payable, accrued expenses and other liabilities	(886)

Total cash paid and stock issued	127,313
Less: Cash acquired	(1,397)
Less: Working capital and other closing adjustments (1)	(14)
Purchase price, net of cash acquired and excluding working capital and other closing adjustments	$	125,902

(1) The net working capital and other closing adjustments receivable of $14,000 as of June 30, 2024 was collected in July 2024.

The acquired software development costs will be amortized over a useful life of seven years and the customer relationships will be amortized over a useful life of 13 years. The goodwill recognized in connection with the r8fin Acquisition is primarily attributable to the acquisition of expected future customers, future technology and synergies from the integration of the operations of r8fin into the Company's operations and its single business segment. All of the goodwill recognized in connection with the r8fin Acquisition is expected to be deductible for income tax purposes.

During the three and six months ended June 30, 2024, the Company recognized $0.1 million and $0.5 million, respectively, in transaction costs incurred to effect the r8fin Acquisition, which are included as a component of professional fees in the accompanying condensed consolidated statements of income. During the three and six months ended June 30, 2024, the Company also recognized $0 and $51,000, respectively, in transaction costs incurred to effect the r8fin Acquisition, which are included as a component of general and administrative expenses in the accompanying condensed consolidated statements of income.

The r8fin Acquisition was not material to the Company's condensed consolidated financial statements and therefore pro forma and current period results of this acquisition have not been presented.

ICD

On April 5, 2024, the Company entered into a definitive agreement for TWM LLC to acquire the Institutional Cash Distributors business (“ICD”) by purchasing all of the outstanding equity interests of each of ICD Intermediate Holdco 1, LLC, SCIC - ICD Blocker 1, Inc. and Parthenon Investors V ICD Blocker, Inc. Pursuant to the terms of the purchase agreement, TWM LLC is required to pay $785 million in cash, subject to customary working capital and other adjustments, for the acquisition. In connection with the acquisition closing, the Corporation will also issue and sell $4.5 million of shares of its Class A common stock in reliance on Section 4(a)(2) of the Securities Act, to an equityholder of the seller, which such shares of Class A common stock will be issued and sold as restricted stock, subject to vesting and forfeiture terms, pursuant to the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan. The acquisition is expected to close in the third quarter of 2024, subject to the satisfaction of customary closing conditions and regulatory reviews.

ICD is an institutional investment technology provider for corporate treasury organizations trading short-term investments. ICD’s flagship products include ICD Portal and ICD Portfolio Analytics. The portal is a one-stop shop to research, trade, analyze and report on investments across more than 40 available investment providers primarily offering money market funds and access to other short term products including deposits, fixed term funds and separately managed accounts (“SMAs”). Portfolio Analytics is an AI-driven cloud solution for aggregating positions across a corporate treasury’s entire portfolio for analysis and reporting. With the acquisition of ICD and its proprietary technology, Tradeweb will add a new client channel serving corporate treasury professionals, complementing Tradeweb’s existing focus on institutional, wholesale and retail clients.