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Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
The following acquisition was accounted for as a business combination using the acquisition method of accounting. The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill and represents the future economic benefits arising from other assets acquired, which cannot be individually identified or separately recognized.
Global Blue
On July 3, 2025, the Company completed the acquisition of Global Blue by acquiring approximately 97.4% of the Global Blue shares outstanding, at which point in time a noncontrolling interest was recognized to reflect the fair value of the 2.6% of shares not yet purchased. Subsequently, on August 18, 2025, GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly owned subsidiary of the Company (“Merger Sub”) and Global Blue consummated a statutory squeeze-out merger in accordance with the laws of Switzerland pursuant to which Global Blue merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and wholly-owned subsidiary of the Company, with the Company indirectly acquiring the remaining 2.6% of shares not previously tendered. These transactions were accounted for as a single purchase transaction in accordance with ASC 810 since they were entered into in contemplation of one another and they were designed to achieve a singular economic effect.
Global Blue is a leading payments and technology platform, primarily providing TFS, dynamic currency conversion, and payments solutions to the world’s largest retail brands, which significantly increases the Company’s overall customer base and geographic footprint, while diversifying its revenue. Total purchase consideration, including the squeeze-out merger, was as follows:
Cash (a)$2,718.7 
Total purchase consideration2,718.7 
Less: cash acquired(106.8)
Total purchase consideration, net of cash acquired (b)2,611.9 
Noncontrolling interests116.8 
Fair value of net assets acquired$2,728.7 
(a) Includes $47.3 million paid to acquire the remaining shares outstanding in August 2025 and eliminate the noncontrolling interest which had been recognized at fair value on July 3, 2025.
(b) $2,564.6 million is presented in “Acquisitions, net of cash acquired” within Investing activities and $47.3 million is presented in “Global Blue shares purchased through squeeze-out merger” within Financing activities on the unaudited Condensed Consolidated Statements of Cash Flows.
The following table summarizes the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, and are subject to change within the measurement period as valuations are finalized. The primary area of preliminary purchase price allocation subject to change relates to the valuation of accounts receivable, goodwill, other intangible assets, deferred tax assets, accounts payable, accrued expenses and other current liabilities, and deferred tax liabilities.
Accounts receivable$391.1 
Prepaid expenses and other current assets55.2 
Goodwill (a)940.5 
Other intangible assets2,097.9 
Property, plant and equipment14.4 
Right-of-use assets25.7 
Deferred tax assets34.1 
Other noncurrent assets18.6 
Accounts payable(395.0)
Accrued expenses and other current liabilities(123.0)
Current lease liabilities(5.1)
Deferred tax liabilities(279.8)
Other noncurrent liabilities(26.3)
Noncurrent lease liabilities(19.6)
Net assets acquired$2,728.7 
(a) Goodwill is not deductible for tax purposes.
The following table provides further detail on other intangible assets acquired:
Merchant relationships$1,816.2 
Acquired technology265.2 
Trademark and trade names16.5 
Other intangible assets$2,097.9 
The fair values of other intangible assets were estimated using inputs classified as Level 3 under the income approach using the multi-period excess earnings method for merchant relationships and the relief-from-royalty method for acquired technology and trademark and trade names. This transaction was not taxable for income tax purposes. Management’s estimates of fair value are based upon assumptions related to projected revenues, earnings before interest income, interest expense, income taxes, and depreciation and amortization (“EBITDA”) margins, attrition rates, income tax rate, royalty rates, and discount rates. The estimated life of merchant relationships, acquired technology and trademark and trade names are twenty, ten and three years, respectively. The goodwill arising from the acquisition largely consisted of revenue synergies associated with a larger total addressable market.
During the nine months ended September 30, 2025, the Company incurred and expensed approximately $29 million of professional expenses related to the acquisition of Global Blue. In addition, during the nine months ended September 30, 2025, the Company capitalized approximately $33.9 million of debt issuance costs and $26.8 million of equity issuance costs which were recorded to “Long-term debt” and “Series A Mandatory Convertible Preferred Stock”, respectively, on the unaudited Condensed Consolidated Balance Sheet. These financings were primarily related to the acquisition of Global Blue.
The following unaudited pro forma results of operations have been prepared to give effect to the Global Blue acquisition as though it occurred on January 1, 2024. The pro forma amounts reflect certain adjustments, such as expenses related to the amortization of acquired intangible assets. The unaudited pro forma financial information is presented for illustrative purposes only, is based on available information and assumptions that the Company believes are reasonable to reflect the impact of the acquisition on the Company’s historical financial information on a supplemental pro forma basis, and is not necessarily indicative of the results of operations that would have actually been reported had the acquisition occurred on January 1, 2024, nor is it necessarily indicative of the future results of operations of the combined company. The timing of transaction costs has been updated to be reflected in the pro forma results for the nine months ended September 30, 2024.
Unaudited
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue$1,180.4 $1,054.2 $3,278.6 $2,829.5 
Net income$72.7 $61.6 $122.3 $34.5 
The amount of revenue and net income from Global Blue included in the Company’s unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 was $169.9 million and $40.9 million, respectively. Net income attributable to Global Blue excludes the increased interest expense related to the Company’s recent financings and professional expenses incurred by the Company related to the acquisition.