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Business Combinations | 3 Months Ended
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Mar. 31, 2023
Business Combinations |
Business Combinations | 5. Business Combinations ​
(a) | IAA Acquisition
On March 20, 2023, the Company completed its acquisition of IAA for a total purchase price of $6.6 billion. The Company acquired IAA to create a leading omnichannel marketplace for vehicle buyers and sellers. ​ On November 7, 2022, the Company had entered into an Agreement and Plan of Merger and Reorganization, which was subsequently amended on January 22, 2023 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, IAA stockholders received $12.80 per share in cash and 0.5252 shares of the Company for each share of IAA common stock they owned (the “Exchange Ratio”). As such, the Company paid $1.7 billion in cash consideration and issued 70.3 million shares of its common stock. In addition, the Company repaid $1.2 billion of IAA’s net debt, which included all outstanding borrowings and unpaid fees under IAA’s credit agreement and $500.0 million principal amount of IAA senior notes, at a redemption price equal to 102.75% of the principal amount plus accrued and unpaid interest. ​ IAA’s outstanding equity awards were also cancelled and exchanged into equivalent outstanding equity awards relating to the Company’s common stock, based on the equity award exchange ratio of 0.763139. The purchase price was determined as follows: ​
​ | ​ | ​ | ​
Cash consideration | ​ | $ | 1,714.2
Fair value of common shares issued | ​ | ​ | 3,713.0
Fair value of exchanged IAA equity awards attributable to pre-combination service | ​ | ​ | 13.1
Reimbursement of sell-side acquisition costs | ​ | ​ | 48.8
Repayment of IAA net debt | ​ | ​ | 1,157.1
Total fair value of consideration transferred | ​ | $ | 6,646.2
​ The acquisition was accounted for in accordance with ASC 805, Business Combinations. The identifiable assets acquired and liabilities assumed were recorded at their estimated preliminary acquisition date fair values. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. The following table summarizes the preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed. ​ ​ 5. Business Combinations (continued) ​
(a) | IAA Acquisition (continued)
​ IAA Preliminary Purchase Price Allocation ​
​ | ​ | ​ | ​
​ | ​ |  | ​
Purchase price | ​ | $ | 6,646.2
​ | ​ | ​ | ​
Assets acquired: | ​ |  | ​
Cash and cash equivalents | ​ | ​ | 161.0
Trade and other receivables | ​ |  | 498.7
Prepaid consigned vehicle charges | ​ | ​ | 8.7
Inventory | ​ | ​ | 57.6
Other current assets | ​ | ​ | 31.1
Property, plant and equipment | ​ |  | 655.7
Operating lease right-of-use assets | ​ | ​ | 1,252.5
Other non-current assets | ​ |  | 34.8
Intangible assets | ​ |  | 2,340.0
​ | ​ |  | ​
Liabilities assumed: | ​ |  | ​
Auction proceeds payable | ​ | ​ | 60.7
Trade and other liabilities | ​ |  | 250.4
Current operating lease liability | ​ | ​ | 78.0
Long-term operating lease liability | ​ | ​ | 1,166.0
Other non-current liabilities | ​ | ​ | 23.4
Deferred tax liabilities | ​ |  | 604.2
​ | ​ | ​ | ​
Fair value of identifiable net assets acquired | ​ |  | 2,857.4
Goodwill acquired on acquisition | ​ | $ | 3,788.8
​ The following table summarizes the preliminary fair values of the identifiable intangible assets acquired: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Preliminary fair value | ​ | Weighted average
Asset | ​ | at acquisition | ​ | amortization period
Customer relationships | ​ | $ | 2,030.0 | ​ | 9 years
Developed technology | ​ | ​ | 150.0 | ​ | 6 years
Trade names and trademarks | ​ | ​ | 160.0 | ​ | 6 years
Total | ​ | $ | 2,340.0 | ​ | 8.6 years
​ The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Given the date of the acquisition in relation to the reporting date, the fair value estimates of assets acquired and liabilities assumed is pending the completion of various items, including obtaining further information regarding the identification and valuation of all assets acquired and liabilities assumed. ​ Certain of the more significant balances that are not yet finalized include the valuation of property, plant and equipment, intangible assets (including goodwill), operating lease right-of-use assets and related lease liabilities, and related income tax considerations. Accordingly, management considers the balances above to be preliminary, and there could be adjustments to the consolidated financial statements in subsequent periods, including changes to depreciation and amortization expense related to the property, plant, and equipment and intangible assets acquired and their respective useful lives, among other adjustments. In addition, management has not completed the allocation of goodwill acquired to its reporting units. ​ The final determination of the fair values of the assets acquired and liabilities assumed will be completed within the measurement period of up to one year from the acquisition date. ​ ​ 5. Business Combinations (continued) ​
(a) | IAA Acquisition (continued)
​ Goodwill ​ Goodwill recognized includes synergies expected to be achieved from the operations of the combined company, the assembled workforce of IAA and intangible assets that do not qualify for separate recognition. Expected synergies include both increased revenue opportunities and the cost savings from the planned integration of platform infrastructure, facilities, personnel, and systems. The transaction is considered a non-taxable business combination and the goodwill is not deductible for tax purposes. ​ Contributed Revenue and Net Income ​ The results of IAA’s operations are included in these consolidated financial statements from the date of acquisition. From the date of acquisition, the amount of IAA revenue and net income included in the consolidated income statement for the period from March 20, 2023 to March 31, 2023 was $80.0 and $2.9 million, respectively. ​ The following table includes unaudited pro forma financial information that presents the combined results of operations as if the IAA acquisition, the acquisition debt financing, and certain other related transactions had occurred on January 1, 2022, the beginning of the comparable annual period. ​ The unaudited pro forma information includes adjustments to amortization for intangible assets acquired, adjustments to interest expense for the additional indebtedness incurred to complete the acquisition, and transaction costs. The unaudited pro forma financial information for the three months ended March 31, 2022 also includes one-time acquisition-related expenses of $201.2 million, of which $50.5 million were IAA pre-acquisition transaction costs. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisition. ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three months ended |  | Three months ended
​ |  | March 31, 2023 |  | March 31, 2022
Revenue | ​ | ​ | 988.0 | ​ | ​ | 950.7
Net income | ​ | ​ | 91.4 | ​ | ​ | 6.4
​ The unaudited pro forma information presented is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred on January 1, 2022, nor of the results of our future operations of the combined business. The pro forma results are based on the preliminary purchase price allocation and will be updated to reflect the final amounts as the allocation is finalized during the measurement period. ​ 5. Business Combinations (continued) ​
(b) | VeriTread Acquisition
​ On January 3, 2023, the Company acquired 8,889,766 units of VeriTread, for $25.2 million cash consideration from its existing unitholders and acquired another 1,056,338 units through an investment of $3.0 million cash. As a result, the Company increased its investment in VeriTread to 75% and obtained control of VeriTread pursuant to an amended operating agreement on January 18, 2023. Immediately prior to the acquisition, the Company owned 11% of VeriTread, with an acquisition date fair value of $4.3 million based on the per unit purchase price, and therefore, upon remeasurements of its previously held interest, the Company recorded a gain of $1.4 million in other income, net at acquisition. VeriTread is a transportation technology company that provides an online marketplace solution for open deck transport, connecting shippers and service providers. ​ Concurrently, the Company entered into a put/call agreement with one of the minority unitholders of VeriTread for its remaining units, another 21% ownership interest. Pursuant to this agreement, the minority unitholder has rights, in certain circumstances, to put or sell its remaining units of VeriTread to the Company, subject to VeriTread achieving certain performance targets at a pre-determined value or fair value, depending on the timing and targets achieved. The Company also has the right to call or purchase the remaining units of the minority unitholder upon achievement of certain integration milestones at fair value. The redeemable non-controlling interest is classified in temporary equity on the consolidated balance sheet, as the minority unitholder of VeriTread can put the remaining units to the Company for cash upon the achievement of certain performance targets, which is not within the control of the Company and is considered probable. An additional non-controlling interest of 4% held in VeriTread is classified within equity as that interest does not contain put/call options. ​ The acquisition was accounted for in accordance with ASC 805, Business Combinations. The following table summarizes the preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed. ​ VeriTread Preliminary Purchase Price Allocation ​
​ | ​ | ​ | ​
Total cash consideration paid | ​ | $ | 28.1
Fair value of previously held interest | ​ | ​ | 4.3
Purchase price | ​ | $ | 32.4
​ | ​ |  |
Assets acquired: | ​ |  |
Cash and cash equivalents | ​ | ​ | 3.4
Trade and other receivables, and other current assets | ​ |  | 0.9
Intangible assets | ​ |  | 14.7
​ | ​ |  |
Liabilities assumed: | ​ |  |
Trade and other liabilities | ​ |  | 1.1
​ | ​ | ​ | ​
Fair value of identifiable net assets acquired | ​ |  | 17.9
​ | ​ | ​ | ​
Redeemable non-controlling interest | ​ | ​ | (8.9)
Non-controlling interest | ​ | ​ | (1.8)
​ | ​ | ​ | ​
Goodwill acquired on acquisition | ​ | $ | 25.2
​ The following table summarizes the preliminary fair values of the identifiable intangible assets acquired: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Preliminary fair value | ​ | Weighted average
Asset | ​ | at acquisition | ​ | amortization period
Customer relationships | ​ | $ | 7.2 | ​ | 5 years
Software and technology assets | ​ | ​ | 7.1 | ​ | 7 years
Trade names and trademarks | ​ | ​ | 0.4 | ​ | 2 years
Total | ​ | $ | 14.7 | ​ | 5.9 years
​ ​ 5. Business Combinations (continued) ​
(b) | VeriTread Acquisition (continued)
​ The amounts included in VeriTread’s preliminary purchase price allocation are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of the acquisition. The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date. The purchase price will be finalized upon the determination of closing working capital and valuation of the intangible assets acquired. Adjustments to the preliminary values during the measurement period may impact the amounts recorded as assets and liabilities with a corresponding adjustment to goodwill and will be recognized in the period in which the adjustments are determined. ​ The results of VeriTread’s operations are included in these consolidated financial statements from the date of acquisition. Pro forma results have not been presented as such financial information would not be significantly different from historical results. ​ Goodwill ​ Goodwill relates to benefits expected from the acquisition of VeriTread’s business, its assembled workforce and associated technical expertise, as well as anticipated synergies from applying VeriTread’s transportation platform, network of transport carriers, equipment database and services to the Company’s customer base. This acquisition is expected to accelerate the Company’s marketplace strategy, which brings services, insights, and transaction solutions together to improve the overall customer experience. The transaction is considered a non-taxable business combination and the goodwill is not deductible for tax purposes. ​
(c) | Terminated Euro Auctions Acquisition
On August 9, 2021, the Company entered into a Sale and Purchase Agreement (“SPA”) pursuant to which it agreed to purchase Euro Auctions Limited, William Keys & Sons Holdings Limited, Equipment & Plant Services Ltd, and Equipment Sales Ltd. (collectively, “Euro Auctions”), each being a private limited company incorporated in Northern Ireland (the “Euro Auctions Acquisition”). Under the terms of the SPA, the Company was to acquire all of the outstanding shares of Euro Auctions from their existing shareholders for approximately £775.0 million (approximately $1.02 billion) cash consideration, to be paid on closing. On April 29, 2022, the Company made a decision to discontinue the Phase 2 review by the United Kingdom’s Competition and Markets Authority (“CMA”). The SPA automatically terminated on June 28, 2022. In addition, in April 2022, the Company terminated, without cost, its deal contingent forward currency contracts and on May 4, 2022, redeemed all of the 2021 Notes (Note 18) at a redemption price equal to 100% of the original offering price of the notes, plus accrued and unpaid interest.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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