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ACQUISITIONS
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
EVO Payments, Inc.

On March 24, 2023, we acquired all of the outstanding common stock of EVO Payments, Inc. (“EVO”). EVO is a payment technology and services provider, offering payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe. The acquisition aligns with our technology-enabled payments strategy, expands our geographic presence in attractive markets and augments our business-to-business software and payment solutions business.

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 shareholders3,334,945 
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.
The cash portion of the purchase consideration was funded through cash on hand and borrowings under our revolving credit facility.

We accounted for the EVO acquisition as a business combination, which generally requires that we recognize the assets acquired and liabilities assumed at fair value as of the acquisition date. 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 DateMeasurement-period AdjustmentsProvisional Amounts at December 31, 2023
(in thousands)
Cash and cash equivalents$324,859 $— $324,859 
Accounts receivable105,680 (54,210)51,470 
Settlement processing assets125,061 9,651 134,712 
Deferred income tax assets15,464 1,124 16,588 
Property and equipment83,540 (11,518)72,022 
Identifiable intangible assets1,208,400 270,595 1,478,995 
Other assets157,166 (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 assets1,305,651 151,803 1,457,454 
Redeemable noncontrolling interests(556,070)84,951 (471,119)
Goodwill3,520,039 (236,754)3,283,285 
Total purchase consideration$4,269,620 $— $4,269,620 

As of December 31, 2023, we considered these amounts to be provisional because we were still in the process of gathering and reviewing information to support the valuations of the assets acquired, liabilities assumed and related tax positions. During the year ended December 31, 2023, we made measurement-period adjustments as shown in the table above, and the effects of the measurement-period adjustments on our consolidated statements of income for the year ended December 31, 2023 were not material.

Goodwill arising from the acquisition was included in the Merchant Solutions segment as of December 31, 2023 and was attributable to expected growth opportunities, potential synergies from combining the acquired business into our existing businesses and an assembled workforce. We expect that approximately $1.1 billion of the goodwill from this acquisition will be deductible for income tax purposes.
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 ValueWeighted-Average Estimated Amortization Periods
(in thousands)(years)
Customer-related intangible assets$916,000 11
Contract-based intangible assets470,000 12
Acquired technologies86,995 7
Trademarks and trade names6,000 2
Total estimated identifiable intangible assets$1,478,995 11

From the acquisition date through December 31, 2023, the acquired operations of EVO contributed less than 10% to our consolidated revenues and operating income. The historical revenue and earnings of EVO were not material for the purpose of presenting pro forma information. In addition, transaction costs associated with this business combination were not material.

Zego

On June 10, 2021, we acquired Zego, a real estate technology company that provides comprehensive resident experience management software and digital commerce solutions to property managers, primarily in the United States, for cash consideration of approximately $933 million, which we funded with cash on hand and by drawing on our revolving credit facility. We accounted for this transaction as a business combination, which generally requires that we recognize the assets acquired and liabilities assumed at fair value as of the acquisition date. 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 receivable1,017 
Identifiable intangible assets473,000 
Property and equipment575 
Other assets9,051 
Accounts payable and accrued liabilities(71,006)
Deferred income tax liabilities(10,749)
Other liabilities(8,010)
Total identifiable net assets461,252 
Goodwill471,994 
Total purchase consideration$933,246 

Goodwill of $472.0 million arising from the acquisition, included in the Merchant Solutions segment, is attributable to expected growth opportunities, potential synergies from combining our existing businesses and an assembled workforce. Substantially all of the goodwill is deductible for income tax purposes.
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 ValueWeighted-Average Estimated Amortization Periods
(in thousands)(years)
Customer-related intangible assets$208,000 13
Contract-based intangible assets119,000 20
Acquired technologies124,000 6
Trademarks and trade names22,000 15
Total estimated identifiable intangible assets$473,000 14

Other Business Acquisitions

During the years ended December 31, 2023, 2022 and 2021, we completed other business acquisitions that were insignificant, individually and in the aggregate, to the consolidated financial statements. During the year ended December 31, 2021, we paid an aggregate purchase price of $963 million for such business acquisitions. The assets acquired and liabilities assumed in the 2021 acquisitions were recognized based on the estimated fair values, including intangible assets of $438 million and goodwill of $514 million. See "Note 6Goodwill and Other Intangible Assets" for the aggregate allocation of goodwill to the respective segments. The operating results of each acquisition have been included in the consolidated financial statements since the respective acquisition dates.

Valuation of Identified Intangible Assets
For the acquisitions discussed above, the estimated fair values of customer-related and contract-based intangible assets were generally determined using the income approach, which was based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows. The discount rates used represented a risk adjusted market participant weighted-average cost of capital, derived using customary market metrics. Acquired technologies were valued using the replacement cost method, which required us to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names were valued using the "relief-from-royalty" approach. This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method required us to estimate the future revenues for the related assets, the appropriate royalty rate and the weighted-average cost of capital.