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ACQUISITIONS (Tables) | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of 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 award holders. Each such replacement award is subject to the same terms and conditions (including vesting and exercisability) that applied to the corresponding EVO equity award. We apportioned the fair value of the replacement awards between purchase consideration (the portion attributable to pre-acquisition services in relation to the total vesting term of the award) 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, including a reconciliation to the total purchase consideration, were as follows:
| Provisional Amounts at Acquisition Date |  | Measurement-period Adjustments |  | Provisional Amounts at December 31, 2023
| (in thousands)
Cash and cash equivalents | $ | 324,859 |  |  | $ | — |  |  | $ | 324,859 |
Accounts receivable | 105,680 |  |  | (54,210) |  |  | 51,470 |
Settlement processing assets | 125,061 |  |  | 9,651 |  |  | 134,712 |
Deferred income tax assets | 15,464 |  |  | 1,124 |  |  | 16,588 |
Property and equipment | 83,540 |  |  | (11,518) |  |  | 72,022 |
Identifiable intangible assets | 1,208,400 |  |  | 270,595 |  |  | 1,478,995 |
Other assets | 157,166 |  |  | (9,276) |  |  | 147,890 |
Accounts payable and accrued liabilities | (277,800) |  |  | (8,897) |  |  | (286,697) |
Settlement lines of credit | (11,371) |  |  | 3,784 |  |  | (7,587) |
Settlement processing obligations | (199,161) |  |  | 35,626 |  |  | (163,535) |
Deferred income tax liabilities | (168,098) |  |  | (80,558) |  |  | (248,656) |
Other liabilities | (58,089) |  |  | (4,518) |  |  | (62,607) |
Total identifiable net assets | 1,305,651 |  |  | 151,803 |  |  | 1,457,454 |
Redeemable noncontrolling interests | (556,070) |  |  | 84,951 |  |  | (471,119) |
Goodwill | 3,520,039 |  |  | (236,754) |  |  | 3,283,285 |
Total purchase consideration | $ | 4,269,620 |  |  | $ | — |  |  | $ | 4,269,620 |
The final estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows (in thousands):
Cash and cash equivalents | $ | 67,374 |
Accounts receivable | 1,017 |
Identifiable intangible assets | 473,000 |
Property and equipment | 575 |
Other assets | 9,051 |
Accounts payable and accrued liabilities | (71,006) |
Deferred income tax liabilities | (10,749) |
Other liabilities | (8,010) |
Total identifiable net assets | 461,252 |
Goodwill | 471,994 |
Total purchase consideration | $ | 933,246 |
Schedule of Fair Values of Identified Intangible Assets Acquired and Respective Weighted-Average Estimated Amortization Periods | The following table reflects the provisional estimated acquisition-date 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 | $ | 916,000 |  |  | 11
Contract-based intangible assets | 470,000 |  |  | 12
Acquired technologies | 86,995 |  |  | 7
Trademarks and trade names | 6,000 |  |  | 2
Total estimated identifiable intangible assets | $ | 1,478,995 |  |  | 11
The following table reflects the estimated fair values of the identified intangible assets of Zego and their respective weighted-average estimated amortization periods:
| Estimated Fair Value |  | Weighted-Average Estimated Amortization Periods
| (in thousands) |  | (years)
Customer-related intangible assets | $ | 208,000 |  |  | 13
Contract-based intangible assets | 119,000 |  |  | 20
Acquired technologies | 124,000 |  |  | 6
Trademarks and trade names | 22,000 |  |  | 15
Total estimated identifiable intangible assets | $ | 473,000 |  |  | 14

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