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 $910.0 million, subject to regulatory and working capital adjustments. The sale will be completed in two closings, the first of which occurred on March 1, 2022 with the entirety of the cash consideration collected and allocated to the closings on a relative fair value basis. The first closing excluded the operations in the European Union and the United Kingdom and resulted in a gain of $151.4 million. In connection with the first closing, the Company reclassified $17.8 million of currency translation gains previously included within Accumulated other comprehensive loss (“AOCL”) as a component of Gain on divestiture of business in the Condensed Consolidated Statements of Income. As of March 31, 2022, the Company has classified the proceeds allocated to the European Union and United Kingdom operations of $390.3 million within Other liabilities in the Condensed Consolidated Balance Sheets. The second closing is currently expected in the second half of 2022, pending required regulatory approvals, at which time the remainder of the gain will be recognized. 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, as contractually agreed, which was $2.8 million for the three months ended March 31, 2022 and was included in Other expense, net in the Condensed Consolidated Statements of Income.

The Company has presented the remaining assets of its Business Solutions business as held for sale, along with the associated liabilities, as it believes completion of the second closing is probable. However, in the event that 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. The Buyer has rebranded the sold operations within a new standalone company (now referred to as "Convera").

Business Solutions revenues were $89.1 million and $96.5 million and direct operating expenses, which exclude corporate allocations, were $62.6 million and $81.8 million for the three months ended March 31, 2022 and 2021, respectively. For the three months ended March 31, 2022, divestiture costs directly associated with this transaction were $3.2 million.

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


	March 31,		December 31,
	2022		2021
Cash and cash equivalents	$	53.1	$	37.7
Settlement assets		205.9		566.0
Property and equipment, net of accumulated depreciation of $2.5 and $19.3		2.0		6.3
Goodwill		229.5		532.0
Other intangible assets, net of accumulated amortization of $78.2 and $360.2		9.9		50.4
Other assets		122.7		260.5
Total assets	$	623.1	$	1,452.9

Accounts payable and accrued liabilities	$	47.5	$	61.6
Settlement obligations		205.9		566.0
Other liabilities		105.2		194.3
Total liabilities	$	358.6	$	821.9