XML 29 R12.htm IDEA: XBRL DOCUMENT

ACQUISITIONS

9 Months Ended

Sep. 30, 2021

3. ACQUISITIONS

On February 3, 2020, the Company purchased Hanweck Associates, LLC (“Hanweck”) and the assets of FT Providers, LLC (“FT Options”). Hanweck and FT Options are both providers of risk analytics market data and included in the Company’s Options segment. On June 1, 2020, the Company purchased the assets of Trade Alert, LLC (“Trade Alert”), a real-time alerts and order flow analysis service provider included in the Company’s Options segment. On August 4, 2020, the Company completed the acquisition of MATCHNow, one of the largest equities ATSs in Canada, which is included in the Company’s North American Equities segment. Of these acquisitions’ aggregate purchase price, $100.7 million was allocated to goodwill, $59.0 million was allocated to intangible assets, and $2.2 million was allocated to working capital. In connection with these acquisitions, approximately $32.7 million in contingent consideration (in the aggregate) related to future financial performance of the acquired business or developmental milestones has been recorded in the Company’s condensed consolidated financial statements. These amounts represent the allocation of the purchase price. See below for further discussion of intangible assets acquired.

On July 1, 2020, the Company completed the acquisition of the remaining 80% interest in EuroCCP, a pan-European equities clearinghouse, which is included in the Company’s Europe and Asia Pacific segment. Of the acquisition’s purchase price of the remaining interest, $32.3 million was allocated to intangible assets and $56.0 million was allocated to working capital upon consolidation. Prior to signing the agreement to acquire the remaining 80% of EuroCCP, the Company agreed on the purchase price with the other shareholders, as they were looking to liquidate their investments in EuroCCP. That agreement gave way to a $32.6 million bargain purchase gain, which was included in other non-operating (expense) income, net in the condensed consolidated statement of income in the third quarter of 2020. These amounts represent the allocation of the purchase price. In connection with the acquisition, EuroCCP put in place a committed revolving credit facility of up to €1.5 billion, see Note 10 (“Debt”) for more information. See below for further discussion of intangible assets acquired.

On December 31, 2020, the Company purchased BIDS Holdings (“BIDS”). BIDS Holdings owns BIDS Trading, LP, a registered broker-dealer and the operator of the BIDS ATS, the largest block-trading ATS by volume in the U.S. The ATS operated by BIDS is not a registered national securities exchange or a facility thereof. The acquisition of BIDS provided the Company with a foothold in the off-exchange segment of the U.S. equities market, which allowed the Company’s presence in the North American Equities segment to expand. Of the acquisition’s purchase price, $100.0 million was allocated to goodwill, $156.4 million was allocated to intangible assets, and $23.3 million was allocated to working capital. These amounts represent the allocation of the purchase price and are subject to revision during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date. See below for further discussion of intangible assets acquired.

On July 1, 2021, the Company purchased Chi-X Asia Pacific. Chi-X Asia Pacific is a holding company of alternative market operators and providers of market solutions, which is included in the Company’s Europe and Asia Pacific segment. The acquisition of Chi-X Asia Pacific provided the Company with a single point of entry into two key capital markets, Australia and Japan, to help enable it to expand its global equities and market data business into Asia Pacific, bring other products and services to the region, and further expand access to its proprietary product suite in the region. Of the acquisition’s purchase price, $134.0 million was allocated to goodwill, $73.8 million was allocated to intangible assets, $25.3 million was allocated to working capital, and $49.6 million in contingent consideration, which is earned based on developmental milestones of the acquired business. These amounts represent the allocation of the purchase price and are subject to revision during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date. See below for further discussion of intangible assets acquired.

The following table presents the details of intangible assets at the dates of acquisition (in millions, except as stated). All acquired intangible assets with finite lives are amortized using the straight-line method.


	Hanweck		Useful Life (Years)	FT Options		Useful Life (Years)	Trade Alert		Useful Life (Years)	EuroCCP		Useful Life (Years)	MATCHNow		Useful Life (Years)	BIDS		Useful Life (Years)	Chi-X Asia Pacific		Useful Life (Years)
Trading registrations and licenses	$	—		$	—		$	—		$	28.1	Indefinite	$	18.4	Indefinite	$	—		$	6.2	Indefinite
Customer relationships		4.9	13		2.2	13		0.7	13		—			17.4	15		137.0	17		60.1	30
Technology		2.1	4		0.9	4		0.3	4		3.6	6		0.7	7		17.8	11		7.5	2
Trademarks and tradenames		7.0	10		3.2	10		1.0	10		0.6	10		0.2	2		1.6	10		—
Total identifiable intangible assets	$	14.0		$	6.3		$	2.0		$	32.3		$	36.7		$	156.4		$	73.8

Acquisition-related costs relate to acquisitions and other strategic opportunities. The Company expensed $6.7 million of acquisition-related costs during the three months ended September 30, 2021, all of which related to professional fees and other expenses. The Company expensed $6.2 million of acquisition-related costs during the three months ended September 30, 2020, all of which related to professional fees and other expenses. These acquisition-related expenses are included in acquisition-related costs in the condensed consolidated statements of income.

The Company expensed $11.9 million of acquisition-related costs during the nine months ended September 30, 2021, which primarily included $11.3 million of professional fees and other expenses and $0.6 million of impairment charges related to investments. The Company expensed $16.4 million of acquisition-related costs during the nine months ended September 30, 2020 that primarily included $8.3 million of professional fees and other expenses and $8.1 of impairment charges related to facilities. These acquisition-related expenses are included in acquisition-related costs in the condensed consolidated statements of income.