Acquisitions and Dispositions

Acquisitions

In the six months ended June 30, 2015, we completed several small acquisitions for $10.2 million.

On October 1, 2014, we completed the Acquisition for $690.0 million in cash, plus working capital adjustments.

Our Consolidated Statement of Operations for the three months ended June 30, 2015, includes $48.4 million of revenue from the Acquired Business and for the six months ended June 30, 2015, includes $95.0 million of revenue from the Acquired Business.

The allocation of the purchase price of the Acquired Business is based on the fair value of assets acquired and liabilities assumed as of October 1, 2014, the effective date of the Acquisition. The preliminary purchase price allocation related to the Acquisition was not final as of December 31, 2014, and was based upon a preliminary valuation, which is subject to change as we obtain additional information, including information regarding fixed assets, intangible assets and certain liabilities.

The preliminary allocation of the purchase price presented below represents the effect of recording the preliminary estimates of the fair value of assets acquired and liabilities assumed as of the date of the Acquisition, based on the total transaction consideration of $690.0 million in cash, plus working capital adjustments. The following allocation of purchase price includes minor revisions to the preliminary allocation that was reported as of December 31, 2014, for property and equipment, goodwill and other assets, primarily due to adjustments for the valuation of property and equipment based upon additional information. However, we have not reclassified our Statement of Financial Position as of December 31, 2014, for these revisions due to their immaterial impact on current and prior periods. These preliminary estimates may be revised in future periods. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.



(in millions)	Purchase Price
Base purchase price	$	690.0
Working capital and other adjustments	24.2
Estimated transaction consideration	$	714.2

Current assets	$	48.4
Property and equipment	73.3
Goodwill	298.9
Intangible assets^(a)	325.2
Other assets	10.7
Current liabilities	(36.5		)
Long-term debt^(b)	(1.4		)
Other liabilities	(4.4		)
Total net assets acquired	$	714.2


(a)	Intangible assets included with the preliminary purchase price allocation are as follows:



(in millions)	Estimated Useful Life	Intangible Assets Allocation
Permits and leasehold agreements	12 - 20 years	$	252.0
Franchise agreements	4 - 15 years	35.3
Advertising relationships	7 years	16.0
Other	1 - 5 years	21.9
		$	325.2


(b)	In conjunction with the Acquisition, we assumed a total of $1.4 million of long term debt, due to three unrelated third parties. The debt had varying maturities through June 1, 2021. As of June 30, 2015, we have prepaid several of the debt obligations, leaving a remaining balance of $0.5 million, with varying maturities through January 31, 2017.

Dispositions

In the three months ended June 30, 2015, we disposed of substantially all of our assets in Puerto Rico and recorded a loss of $0.9 million in Net (gain) loss on dispositions on the Consolidated Statement of Operations.