XML 22 R10.htm IDEA: XBRL DOCUMENT v3.7.0.1
ACQUISITIONS
6 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
ACQUISITIONS
ACQUISITIONS

Heartland

We merged with Heartland Payment Systems, Inc. ("Heartland") in a cash-and-stock transaction on April 22, 2016 for total purchase consideration of $3.9 billion. The following table summarizes the components of the consideration transferred on April 22, 2016 (in thousands):
Cash consideration paid to Heartland stockholders
 
$
2,043,362

Fair value of Global Payments common stock issued to Heartland stockholders
 
1,879,458

Total purchase consideration
 
$
3,922,820



This transaction was accounted for as a business combination, which requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date. The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed previously determined as of December 31, 2016 and as subsequently revised, including a reconciliation to the total purchase consideration, are as follows:
 
December 31, 2016
 
Measurement-Period Adjustments
 
Final
 
 
 
 
 
 
 
(in thousands)
 
 
 
 
 
 
Cash and cash equivalents
$
304,747

 
$

 
$
304,747

Accounts receivable
70,385

 

 
70,385

Prepaid expenses and other assets
103,090

 
(5,131
)
 
97,959

Identified intangible assets
1,639,040

 

 
1,639,040

Property and equipment
106,583

 

 
106,583

Debt
(437,933
)
 

 
(437,933
)
Accounts payable and accrued liabilities
(457,763
)
 
(65
)
 
(457,828
)
Settlement processing obligations
(36,578
)
 
(3,727
)
 
(40,305
)
Deferred income taxes
(518,794
)
 
18,907

 
(499,887
)
Other liabilities
(64,938
)
 
(33,495
)
 
(98,433
)
Total identifiable net assets
707,839

 
(23,511
)
 
684,328

Goodwill
3,214,981

 
23,511

 
3,238,492

Total purchase consideration
$
3,922,820

 
$

 
$
3,922,820



The measurement-period adjustments were the result of continued refinement of certain estimates, particularly regarding certain tax positions and deferred income taxes.

Goodwill of $3.2 billion arising from the merger, included in the North America segment, was attributable to expected growth opportunities, potential synergies from combining our existing businesses and an assembled workforce, and is not deductible for income tax purposes. During the three and six months ended June 30, 2016, we incurred transaction costs in connection with the merger of $22.3 million and $24.7 million, respectively, which are recorded in selling, general and administrative expenses in the consolidated statements of income.

The following reflects the estimated fair values of the identified intangible assets and the respective weighted-average estimated amortization periods:
 
Estimated Fair Values
 
Weighted-Average Estimated Amortization Periods
 
 
 
 
 
(in thousands)
 
(years)
Customer-related intangible assets
$
977,400

 
15
Acquired technology
457,000

 
5
Trademarks and trade names
176,000

 
7
Covenants-not-to-compete
28,640

 
1
Total estimated acquired intangible assets
$
1,639,040

 
11