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Business Acquisitions
9 Months Ended
Aug. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Acquisitions Note 4. Business Acquisitions
OpNet
We historically owned 47.4% of the common shares and 50.0% of
the voting rights of OpNet, a fixed wireless broadband service
provider in Italy, and various classes of convertible preferred
stock issued by OpNet (the “preferred shares”). On November 30,
2023, we provided notice of our intent to convert certain classes
of our preferred shares into common shares and, as a result, we
obtained control of OpNet. Upon conversion on May 7, 2024, our
ownership increased to 57.5% of the common shares and our
voting rights increased to 72.5% of the aggregate voting rights of
OpNet.
Upon obtaining control of OpNet on November 30, 2023, the
assets and liabilities of OpNet have been included in our
consolidated financial statements under the acquisition method
of accounting. The initial consolidation of OpNet was accounted
for under the acquisition method of accounting and we
remeasured our previously existing interests at fair value and
recognized a gain of $115.8 million, representing the excess of
the fair value of our previously existing interests over the carrying
value of our investment of $201.6 million.
The fair value of the previously existing interests was measured
based on an estimate of what could be recognized in a sale
transaction for wholesale net operating assets operating assets
of OpNet, which have been classified as held for sale. The
remaining identifiable assets and assumed liabilities of OpNet
represented the assets and liabilities of Tessellis S.p.A.
(“Tessellis”), a telecommunications company publicly listed on
the Italian stock exchange. An enterprise value for Tessellis was
estimated based on its market capitalization at November 30,
2023, which was then allocated to the identifiable assets,
including intangible assets, liabilities, and noncontrolling
interests of Tessellis using an income approach, which
calculates the present value of the estimated economic benefit
of future cash flows, in order to determine the fair value of the
identified customer relationships and Tessellis trade name.
Property and equipment and developed technology assets were
valued using a replacement cost methodology. Critical estimates
included future expected cash flows, including forecasted
revenues and expenses, and applicable discount rates. Discount
rates used to compute the present value of expected net cash
flows were based upon estimated weighted average cost of
capital. The initial allocation of the purchase price resulted in the
recognition of goodwill relating to Tessellis of $127.1 million. No
consideration was transferred in connection with the
consolidation.
The initial estimated purchase price allocation as of November
30, 2023 for Tessellis was revised during the first quarter of 2024
as new information was received and analyzed resulting in an
increase in intangible assets of $39.3 million, a decrease in
property and equipment of $12.3 million, and a decrease in
goodwill of $27.0 million.
In February 2024, OpNet agreed to sell substantially all of its
wholesale operating assets to Wind Tre S.p.A., a subsidiary of CK
Hutchison Group Telecom Holdings Ltd. The sale closed in
August 2024 and we received net cash proceeds of
$322.8 million and recognized a pre-tax gain on sale of
$3.5 million. The sale of OpNet’s operating assets did not include
our interest in Tessellis.
During 2024, Tessellis executed various acquisitions and, as a
result, recognized assets and liabilities of $27.9 million and
$20.2 million, respectively, on the acquisition dates. Total assets
primarily relate to goodwill, property and equipment, intangible
assets, and short-term trade receivables. Total liabilities primarily
relate to financial debt assumed and trade payables. The primary
acquisition executed during 2024 was the acquisition of a 97.2%
ownership interest in Go Internet S.p.A. (“Go Internet”) for a total
consideration of €4.2 million. During the second quarter of 2025,
purchase price allocation adjustments were finalized.