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ACQUISITION (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, Purchase Consideration

Total purchase consideration was $4.3 billion, which consisted of the following (in thousands):

Cash paid to EVO shareholders (1)						$	3,273,951
Cash paid for equity awards attributable to purchase consideration (2)						58,510
Value of replacement awards attributable to purchase consideration (3)						2,484
Total purchase consideration transferred to EVO shareholders						3,334,945
Repayment of EVO's unsecured revolving credit facility (including accrued interest and fees)						665,557
Payment of certain acquiree transaction costs and other liabilities on behalf of EVO (4)						269,118
Total purchase consideration						$	4,269,620

(1) Holders of EVO common stock, convertible preferred stock and common units received $34 for each share of EVO common stock held at the effective time of the transaction.

(2) Pursuant to the merger agreement, we cash settled vested options and certain unvested equity awards of EVO equity award holders.

(3) Pursuant to the merger agreement, we granted equity awards for approximately 0.3 million shares of Global Payments common stock to certain EVO equity awards holders. Each such replacement award is subject to the same terms and conditions (including vesting and exercisability or payment terms) that applied to the corresponding EVO equity award. We apportioned the fair value of the replacement awards between purchase consideration and amounts to be recognized in periods following the acquisition as share-based compensation expense over the requisite service period of the replacement awards.

(4) Certain acquiree transaction costs and liabilities, including amounts outstanding under EVO’s tax receivable agreement, were required to be repaid by us upon consummation of the acquisition.

Schedule of Major Classes of Assets Acquired and Liabilities Assumed

The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of March 31, 2023, including a reconciliation to the total purchase consideration, were as follows (in thousands):

Cash and cash equivalents			$	324,859
Accounts receivable			105,680
Settlement processing assets			125,061
Deferred income tax assets			15,464
Property and equipment			83,540
Identifiable intangible assets			1,208,400
Other assets			157,166
Accounts payable and accrued liabilities			(277,800)
Settlement lines of credit			(11,371)
Settlement processing obligations			(199,161)
Deferred income tax liabilities			(168,098)
Other liabilities			(58,089)
Total identifiable net assets			1,305,651
Redeemable noncontrolling interests			(556,070)
Goodwill			3,520,039
Total purchase consideration			$	4,269,620

Schedule of Fair Values of Identified Intangible Assets Acquired and Respective Weighted-Average Estimated Amortization Periods

The following table reflects the provisional estimated fair values of the identified intangible assets of EVO and their respective weighted-average estimated amortization periods:

			Estimated Fair Value						Weighted-Average Estimated Amortization Periods
			(in thousands)						(years)
Customer-related intangible assets			$	641,000					10
Contract-based intangible assets			423,000						12
Acquired technologies			138,400						7
Trademarks and trade names			6,000						2
Total estimated identifiable intangible assets			$	1,208,400					10

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Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination.

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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

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