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Acquisitions | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | 4. Acquisitions Abingworth Acquisition On August 1, 2022, the Company acquired 100% of the equity interests in Abingworth, a London-based life sciences investment firm. Abingworth has $2 billion in assets under management and is included in the Company’s Global Private Equity business segment. The purchase price consisted of $160.6 million in cash and approximately 0.6 million newly issued, fully vested common shares ($25.0 million based on the value of the shares at closing). The transaction also included an earn-out of up to $130.0 million that is payable upon the achievement of certain revenue and earnings performance targets during 2023 through 2028, which will be accounted for as compensation expense. The Company consolidated the financial position and results of operations of Abingworth effective August 1, 2022 and accounted for this transaction as a business combination. In connection with this transaction, the Company incurred approximately $7.7 million of acquisition costs that are reflected in general, administrative and other expenses in the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2022. The acquisition-date fair value of the consideration transferred and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date are as follows (Dollars in millions):
Acquisition-date fair value of consideration transferred(1) |
Cash | $ | 160.6 |
Shares of common stock (see Note 15) | 25.0 |
Total consideration transferred | $ | 185.6 |
Estimated fair value of assets acquired and liabilities assumed |
Cash and receivables | $ | 11.0 |
Investments in Abingworth funds | 3.8 |
Lease right-of-use assets, fixed assets, and other assets, net | 3.7 |
Deferred tax assets | 6.7 |
Finite-lived intangible assets | 88.0 |
Goodwill | 90.9 |
Lease liabilities | (2.7) |
Accrued expenses, accrued compensation and benefits, and other liabilities | (11.6) |
Non-controlling interests in Abingworth entities(2) | (4.2) |
Total | $ | 185.6 |
(1) The value of the consideration at acquisition is subject to certain post-closing adjustments. (2) Represents assets held by Abingworth entities which are consolidated VIEs. These assets are attributable to employees and are therefore reflected as non-controlling interests, and include investments in funds in which the Company did not acquire direct economic interests, which are presented as investments in Abingworth funds above. The finite-lived intangible assets, which related to management contracts and customer relationships, are amortized over a period ranging from five to eight years. The amount of revenue and earnings of Abingworth since the acquisition date and the pro forma impact to the Company’s consolidated financial results for the year ended December 31, 2021 as if the acquisition had been consummated as of January 1, 2021, was not significant. Acquisition of CLO Management Contracts from CBAM Partners LLC On March 21, 2022, the Company acquired the management contracts related to a portfolio of assets primarily comprised of U.S. and European CLOs as well as other assets across private credit from CBAM Partners LLC (“CBAM”). The purchase price of $812.9 million consisted of a combination of $618.4 million in cash, including approximately $3.4 million of acquisition costs incurred by the Company in connection with the transaction, and approximately 4.2 million newly issued, fully vested common shares ($194.5 million based on the value of the shares at closing). In connection with the acquisition of the CLO management contracts, the Company acquired CLO senior and subordinated notes of $175.9 million. A portion of these CLO investments is financed through term loans and other financing arrangements with financial institutions, which are secured by the Company’s investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity (see Note 8). This transaction was accounted for as an asset acquisition and the acquired contractual rights of $794.3 million are finite-lived intangible assets. The finite-lived intangible assets are amortized using straight-line method over a period of primarily seven years. The acquisition-date fair value of the consideration transferred and the allocation of cost to the assets acquired and liabilities assumed at the acquisition date are as follows (Dollars in millions):
Acquisition-date fair value of consideration transferred |
Cash | $ | 618.4 |
Shares of common stock (see Note 15) | 194.5 |
Total consideration transferred | $ | 812.9 |
Allocation of cost to assets acquired and liabilities assumed |
Acquired contractual rights | $ | 794.3 |
Acquired CLO senior and subordinated notes | 175.9 |
Assumed CLO borrowings outstanding (see Note 8) | (157.3) |
Total cost of assets acquired, net of liabilities assumed | $ | 812.9 |

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