ACQUISITIONS

ACTIVE Network

On September 1, 2017, we acquired the communities and sports divisions of Athlaction Topco, LLC ("ACTIVE Network") in a cash-and-stock transaction with Vista Equity Partners. We paid the sellers consideration of $600 million in cash, which we funded primarily by drawing on our revolving credit facility, and 6,357,509 shares of our common stock having an estimated fair value of approximately $572 million. The acquisition-date fair value of common stock issued to the sellers was determined based on the share price of our common stock as of the acquisition date and the effect of certain transfer restrictions.

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 accounting for this acquisition was not complete as of September 30, 2017. The fair values of the assets acquired and the liabilities assumed have been determined provisionally and are subject to adjustment as we obtain additional information. In particular, additional time is needed to refine and review the results of the valuation of assets and liabilities and to evaluate the basis differences for assets and liabilities for financial reporting and tax purposes.

The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, are as follows (in thousands):



Cash and cash equivalents	$	42,866
Property and equipment	22,889
Identified intangible assets	471,120
Other assets	80,485
Deferred income taxes	(26,757		)
Other liabilities	(123,047		)
Total identifiable net assets	467,556
Goodwill	704,020
Total purchase consideration	$	1,171,576

ACTIVE Network delivers cloud-based, mission critical enterprise software, including payment technology solutions, to event organizers in the communities and health and fitness verticals. This acquisition aligns with our technology-enabled, software driven strategy and adds an enterprise software business operating in two new vertical markets that we believe offer attractive growth fundamentals. Goodwill of $704.0 million arising from the acquisition, included in the North America operating segment, was attributable to expected growth opportunities, potential synergies from combining our existing businesses and an assembled workforce. We expect that approximately 80% of the goodwill will be deductible for income tax purposes.

We are still evaluating information to separately identify and value the intangible assets acquired. We expect such assets to include primarily customer-related intangible assets and acquired technology as well as other identifiable intangible assets that are similar to those we have identified in previous acquisitions. We estimate the amortization periods for the more significant intangible assets to be in a range of 5 to 15 years.

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 nine months ended September 30, 2016, we incurred transaction costs in connection with the merger of $24.7 million, 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