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Acquisitions | 3 Months Ended
--- | ---
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions Owned Distribution - Acquisition of Roar On January 2, 2024, F&G acquired a 70% majority ownership stake in the equity of Roar. Roar wholesales life insurance and annuity products to banks and broker dealers through a network of agents. Total initial consideration is comprised of $269 million of cash and $48 million of contingent consideration. Under the terms of the purchase agreement, the Company has agreed to make cash payments of up to $90 million over a three year period upon the achievement of certain EBITDA milestones of Roar. The initial purchase price is as follows (in millions):
Cash paid for 70% majority interest of Roar shares | $ | 269 |
Less: Cash acquired net of noncontrolling interests | 1 |
Net cash paid for 70% majority interest of Roar | 268 |
Initial fair value of contingent consideration | 48 |
Total net initial consideration | $ | 316 |
The following table summarizes the preliminary fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date:
| Fair Value as of January 2, 2024
| (In millions)
Goodwill | $ | 268 |
Prepaid expenses and other assets | 3 |
Other intangible assets | 183 |
Total assets acquired | 454 |
Accounts payable and accrued liabilities | 2 |
Total liabilities assumed | 2 |
Noncontrolling interests (fair value determined using income approach) | 136 |
Total liabilities assumed and non-controlling interests | 138 |
Net assets acquired | $ | 316 |
The preliminary gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the Roar acquisition consist of the following:
| Gross Carrying Value |  | Estimated Useful Life
Other intangible assets: | (In millions) |  | (In years)
Customer relationships | $ | 179 |  |  | 12
Definite lived trademarks, tradenames, and other | 4 |  |  | 10
Total Other intangible assets | $ | 183 |  |  |
Goodwill consists primarily of intangible assets that do not qualify for separate recognition, such as the assembled workforce and synergies between the entities. The goodwill recorded is not expected to be deductible for tax purposes. Roar’s revenues of $23 million and net earnings of $3 million are included in the unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2024. Contingent Consideration Under the terms of the purchase agreement for Roar, we have agreed to make cash payments of up to $90 million over a three-year period upon the achievement by Roar of certain EBITDA milestones. The contingent consideration is recorded at fair value in Accounts payable and accrued liabilities. Refer to Note A - Basis of Financial Statements for more information on the Roar purchase and refer to Note C - Fair Value of Financial Instruments for more information regarding the fair value of the contingent consideration.

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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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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