XML 37 R26.htm IDEA: XBRL DOCUMENT v3.24.3
ACQUISITIONS AND DIVESTITURES
 3 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS AND DIVESTITURES ACQUISITIONS AND DIVESTITURES
Fiscal 2024 Divestiture
Divestiture of AMC Business
On May 1, 2024, the Company completed the sale of its AMC business to Rocket Software for $2.275 billion in cash before taxes, fees and other adjustments, which are expected to be finalized in Fiscal 2025. The results of the AMC business were recorded and presented within our Condensed Consolidated and Consolidated Financial Statements during Fiscal 2024 for the period of July 1, 2023 through April 30, 2024. In connection with the sale, a gain of $429.1 million was recorded in Other income (expense), net within our Consolidated Statements of Income for the year ended June 30, 2024.
The Company determined that the AMC business did not constitute a component, as its operations and cash flows cannot be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs, therefore, the transaction did not meet the discontinued operations criteria, and the results of operations from the AMC business are presented within Income from operations in our Condensed Consolidated Statements of Income up to the date of disposition.
The Company used the net proceeds from the transaction to prepay in full the outstanding principal balances of the Term Loan B and prepay a portion of the outstanding principal balance of the Acquisition Term Loan, as further described in Note 9 “Long-Term Debt.” The Company has also agreed to provide certain transition services to Rocket Software following the completion of the divestiture for up to 24 months after the closing date of May 1, 2024, which are included in financing activities on the Condensed Consolidated Statements of Cash Flows. These transition service costs are reimbursable by Rocket Software. As of September 30, 2024, we billed Rocket Software $14.5 million under the Transition Service Agreement (TSA).
The following table presents the carrying amounts of major classes of assets and liabilities disposed of in the AMC Divestiture as of April 30, 2024:
AMC Assets
Accounts receivable trade, net of allowance for credit losses
$57,927 
Contract assets
10,355 
Prepaid expenses and other current assets
4,651 
Property and equipment
1,091 
Goodwill
1,139,403 
Acquired intangible assets
930,771 
Deferred tax assets
2,820 
Other assets
1,502 
Total AMC Assets
$2,148,520 
AMC Liabilities
Accounts payable and accrued liabilities
$11,166 
Deferred revenues
188,648 
Long-term accrued liabilities
8,128 
Pension liability, net
1,640 
Long-term operating lease liabilities
672 
Long-term deferred revenues
23,623 
Long-term income taxes payable
9,845 
Deferred tax liabilities
116,086 
Total AMC Liabilities
$359,808 
Fiscal 2024 Acquisitions
Other Acquisitions
On August 23, 2023, we acquired all of the equity interest in KineMatik Ltd. (KineMatik), a provider of automated business process and project management solutions built on OpenText’s Content Server. In accordance with ASC Topic 805, “Business Combinations”, this acquisition was accounted for as a business combination. The results of operations of KineMatik have been consolidated with those of OpenText beginning August 24, 2023. The results of KineMatik are not considered to be material to our business.
On May 22, 2024, we acquired Pillr, a cloud native, multi-tenant Managed Detection and Response platform from Novacoast, Inc. for Managed Service Providers that includes powerful threat-hunting capabilities. In accordance with ASC Topic 805, “Business Combinations”, this acquisition was accounted for as a business combination. The results of operations of Pillr have been consolidated with those of OpenText beginning May 22, 2024. The results of Pillr are not considered to be material to our business.