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. The sale is expected to be completed in three closings, with the entire cash consideration collected at the first closing and allocated to the closings on a relative fair value basis. The first closing occurred on March 1, 2022, 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 AOCL as a component of Gain on divestiture of business in the Condensed Consolidated Statements of Income. The second closing, which occurred on December 31, 2022 and included the United Kingdom operations, resulted in a gain of $96.9 million. As of March 31, 2023 and December 31, 2022, the Company has classified the proceeds allocated to the European Union operations of approximately $104 million within Other liabilities in the Condensed Consolidated Balance Sheets. The third closing, which is currently expected to occur in the second quarter of 2023, pending required regulatory approvals, includes the European Union operations, and the gain associated with this closing is subject to regulatory capital adjustments. During the period between the first and third closings, the Company is required to pay the Buyer a measure of profit of the European Union and United Kingdom operations, while owned by the Company, adjusted for the occupancy charges for employees of the Buyer using Company facilities and other items, as contractually agreed, which was $1.4 million and $2.8 million for the three months ended March 31, 2023 and 2022, respectively, and was included in Other expense, net in the Condensed Consolidated Statements of Income. The related income tax expense on this income was also passed to the Buyer.

The Company has presented the remaining assets of its Business Solutions business as held for sale, along with the associated liabilities, as the Company believes the completion of the third closing is probable.

Business Solutions revenues included in the Condensed Consolidated Statements of Income were $15.4 million and $89.1 million and direct operating expenses, excluding corporate allocations, were $13.5 million and $62.6 million for the three months ended March 31, 2023 and 2022, respectively. Costs related to the review and closing of this divestiture were immaterial for the three months ended March 31, 2023 and were $3.2 million for the three months ended March 31, 2022.

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 third close.


	March 31,		December 31,
	2023		2022
Cash and cash equivalents	$	—	$	5.2
Settlement assets		85.6		74.9
Property and equipment, net of accumulated depreciation of $1.0 and $1.0, respectively		0.7		0.7
Goodwill		61.4		61.4
Other intangible assets, net of accumulated amortization of $9.8 and $9.8, respectively		1.4		1.4
Other assets		100.7		118.0
Total assets	$	249.8	$	261.6

Accounts payable and accrued liabilities	$	12.1	$	18.2
Settlement obligations		85.6		74.9
Other liabilities		73.0		89.4
Total liabilities	$	170.7	$	182.5