Business Acquisitions

12 Months Ended

Dec. 31, 2020

2020 Acquisitions

In August 2020, we completed the acquisition of the registry operations of Neustar Inc. for total purchase consideration consisting of $217.2 million in cash, of which $1.3 million will be paid in 2021, and the settlement of $19.4 million in pre-existing contractual relationships related to prepaid domain name registry fees. This acquisition was completed to expand our domains offerings and capabilities on an established registry technology platform.

During 2020, we completed three other acquisitions for aggregate purchase consideration of $219.2 million in cash, of which $10.2 million is payable in future periods upon expiration of the respective contractual holdback periods.

The aggregate purchase price of these four acquisitions was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of each acquisition date, with the excess recorded to goodwill. The recognition of goodwill, of which approximately $92.0 million is deductible for income tax purposes, was made based on strategic benefits we expect to realize from the acquisitions. During the measurement periods, which will not exceed one year from each closing, we will continue to obtain information, primarily related to income taxes, to assist us in finalizing the acquisition date fair values. Any qualifying changes to our preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill.

The following table summarizes the estimated acquisition date fair values of the aggregate assets acquired and liabilities assumed:


Total purchase consideration	$	455.8
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	4.5
Domain portfolio indefinite-lived intangible assets	88.5
Contractual-based indefinite-lived intangible assets	67.0
Finite-lived intangible assets	96.2
Deferred revenue	(17.1)
Other assets and liabilities, net	(20.6)
Total assets acquired, net of liabilities assumed	218.5
Goodwill	$	237.3

The identified intangible assets, which were valued using income-based approaches, primarily consist of an indefinite-lived domain portfolio, contractual-based assets, developed technology and customer relationships. The acquired finite-lived intangible assets have a total weighted-average amortization period of 5.5 years.

Pro forma financial information is not presented because these acquisitions were not material to our financial statements, either individually or in the aggregate.

2018 Acquisition of Main Street Hub

In July 2018, we completed the acquisition of Main Street Hub, a social media and reputation management company, for total purchase consideration of $182.0 million, including contingent earn-out payments of up to a maximum of $50.0 million subject to the achievement of certain revenue and operational milestones. The acquisition was completed to further our professional services strategy for our customers. The contingent consideration was recorded at an estimated acquisition date fair value of $43.4 million. The acquisition was not material to our results of operations.

The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill. The recognition of goodwill, none of which is deductible for income tax purposes, was made based on the strategic and synergistic benefits we expect to realize from the acquisition.

The following table summarizes the final estimated acquisition date fair values of the assets acquired and liabilities assumed:


Total purchase consideration	$	182.0
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	8.0
Intangible assets, net	35.7
Other assets and liabilities, net	3.2
Total assets acquired, net of liabilities assumed	46.9
Goodwill	$	135.1

Identified finite-lived intangible assets, which were valued using income-based approaches, consist primarily of developed technology and customer relationships. The acquired finite-lived intangible assets have a total weighted-average amortization period of 4.3 years.

Other Acquisition-Related Payments

During 2020, 2019 and 2018, we made $6.8 million, $88.0 million and $21.7 million of aggregate holdback and contingent consideration payments related to business acquisitions, respectively.