On August 4, 2021, the Company entered into an agreement to sell its Business Solutions business to Goldfinch Partners LLC and The Baupost Group LLC (collectively, the "Buyer") for cash consideration of $910 million, subject to regulatory and working capital adjustments. The divestiture is expected to result in a gain on the sale and is subject to regulatory approval and other closing conditions. The sale is expected to be completed in two primary closings, with the entirety of the cash consideration due at the first closing. The expected gain on the sale will be recognized at each closing, based on the book values and fair values of the operations sold at each closing. The first closing is expected to be completed during the first quarter of 2022 and to primarily exclude the operations in the European Union and the United Kingdom. The second closing is currently expected by late 2022, pending required regulatory approvals. During the period between the closings, the Company will pay to the Buyer a measure of profit of the European Union and United Kingdom operations, adjusted for the provision for income taxes, occupancy charges for employees of the Buyer using Company facilities, and other items. The Company has presented the assets of its Business Solutions business as held for sale, along with the associated liabilities, as it believes completion of the sale is probable. However, in the event that: (a) the first closing has not occurred by August 4, 2022, due to a failure to obtain regulatory approvals by that date, and such failure is not primarily caused by the Company’s material breach, or (b) the agreement is terminated prior to August 4, 2022, and at the time of such termination either (i) there is a final order or other legal prohibition (not primarily caused by the Company’s material breach) precluding the first closing, or (ii) there is a material, unresolved breach by Buyer or its affiliates of their undertakings relating to obtaining the regulatory approvals, the Company would be entitled to a termination fee of $63.7 million. In the event that the first closing is completed but the second closing does not occur by February 4, 2023, the Company may, with appropriate notice to the Buyer, otherwise dispose of the European Union and United Kingdom operations, with any profit realized on disposition remitted to the Buyer, and conversely, any loss indemnified by the Buyer.

Business Solutions revenues were $421.8 million, $356.1 million, and $388.8 million, and direct operating expenses, which exclude corporate allocations, were $317.7 million, $319.5 million, and $334.1 million for the years ended December 31, 2021, 2020, and 2019, respectively. Operating costs directly associated with this divestiture and incurred during the year ended December 31, 2021 were $14.4 million.

The following table reflects the assets held for sale and associated liabilities of the Business Solutions business in the accompanying Consolidated Balance Sheet (in millions). These balances are subject to regulatory capital and other requirements and will be finalized upon the closing of the deal.


	December 31,
	2021
Cash and cash equivalents	$	37.7
Settlement assets		566.0
Property and equipment, net of accumulated depreciation of $19.3		6.3
Goodwill		532.0
Other intangible assets, net of accumulated amortization of $360.2		50.4
Other assets		260.5
Total assets	$	1,452.9

Accounts payable and accrued liabilities	$	61.6
Settlement obligations		566.0
Other liabilities		194.3
Total liabilities	$	821.9

The Company also expects to reclassify approximately $17.8 million of unrealized currency translation gains currently included within AOCL into net income at the first closing.

On February 28, 2019, the Company entered into an agreement with ACI Worldwide Corp. and ACW Worldwide, Inc. (together, “ACI”) to sell its United States electronic bill payment business known as Speedpay, which had been included as a component of Other in the Company’s segment reporting. The Company received approximately $750 million and recorded a pre-tax gain on the sale of approximately $523 million, which is included in Gain on divestitures of businesses in the accompanying Consolidated Statements of Income, in the all-cash transaction that closed on May 9, 2019. Speedpay revenues included in the Company’s results were $125.4 million, and Speedpay direct operating expenses were $98.2 million for the year ended December 31, 2019.

On May 6, 2019, the Company completed the sale of Paymap Inc. (“Paymap”), which provides electronic mortgage bill payment services, for contingent consideration and immaterial cash proceeds received at closing. The Company recorded an immaterial pre-tax gain related to this sale during 2019.

In 2020, the Company sold its former corporate headquarters and other property and recorded an immaterial pre-tax net gain on the sales. The proceeds from these sales have been included in Cash flows from investing activities within the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2020.

The Company entered into an agreement in November 2020, which was subsequently amended, to acquire an ownership interest in stc Bank (formerly Saudi Digital Payments Company), a subsidiary of Saudi Telecom Company and one of the Company’s Consumer-to-Consumer digital white label partners. Under the terms of the amended agreement, the Company agreed to invest $200.0 million for a 15% ownership in stc Bank (“Investment”), and this transaction closed in October 2021. In conjunction with the Investment, the Company and stc Bank extended and expanded the terms of their commercial agreement. The Company assigned a value of $36.0 million to certain rights under the commercial agreement that are included in Other assets in the Consolidated Balance Sheets as of December 31, 2021 and are being amortized over the life of the agreement. The Company is measuring the Investment at cost, less any impairment, adjusted for any changes resulting from observable price changes in orderly transactions for identical or similar investments in stc Bank.

In April 2021, the Company sold a substantial majority of the noncontrolling interest it held in a private company for cash proceeds of $50.9 million. The Company recorded a gain of $47.9 million within Total other income/(expense), net, during the year ended December 31, 2021. The Company retains an immaterial equity interest in this private company.

The following tables present changes to goodwill for the years ended December 31, 2021 and 2020 and the accumulated impairment losses as of December 31, 2021, 2020, and 2019 (in millions):


	Consumer-to-		Business
	Consumer		Solutions(a)		Other		Total
January 1, 2020 goodwill, net	$	1,980.7	$	532.0	$	53.9	$	2,566.6
Additions		—		—		—		—
December 31, 2020 goodwill, net	$	1,980.7	$	532.0	$	53.9	$	2,566.6
Additions		—		—		—		—
December 31, 2021 goodwill, net	$	1,980.7	$	532.0	$	53.9	$	2,566.6


	As of December 31,
	2021			2020			2019
Goodwill, gross	$	3,030.6		$	3,030.6		$	3,030.6
Accumulated impairment losses		(464.0	)		(464.0	)		(464.0	)
Goodwill, net(a)	$	2,566.6		$	2,566.6		$	2,566.6

(a)

As of December 31, 2021, Goodwill of $532.0 million related to the Company's Business Solutions business is included in Assets held for sale on the Company's Consolidated Balance Sheets, as further described above. All of the Company's accumulated impairment losses relate to the Business Solutions business.

The Company did not record any goodwill impairments during the years ended December 31, 2021, 2020, and 2019.