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 for cash consideration of $910.0 million. The sale was 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 Accumulated other comprehensive loss ("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 June 30, 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 final closing occurred on July 1, 2023 and included the European Union operations. The gain associated with the final closing that will be recognized in the third quarter of 2023 will be subject to regulatory capital adjustments. During the period between the first and final closings, the Company was 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 $1.5 million and $8.1 million for the three months ended June 30, 2023 and 2022, respectively, and $2.9 million and $10.9 million for the six months ended June 30, 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 final closing was completed on July 1, 2023.

Business Solutions revenues included in the Condensed Consolidated Statements of Income were $14.3 million and $35.7 million and direct operating expenses, excluding corporate allocations, were $12.6 million and $27.8 million for the three months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022, Business Solutions revenues were $29.7 million and $124.8 million, respectively, and direct operating expenses, excluding corporate allocations, were $26.1 million and $90.4 million, respectively. For both the three and six months ended June 30, 2023, divestiture costs directly associated with this transaction were $1.0 million. For the three and six months ended June 30, 2022, divestiture costs directly associated with this transaction were $0.8 million and $4.0 million, respectively.

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 adjustments.


	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	—	$	5.2
Settlement assets		91.6		74.9
Property and equipment, net of accumulated depreciation of $0.3 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		85.5		118.0
Total assets	$	240.6	$	261.6

Accounts payable and accrued liabilities	$	9.6	$	18.2
Settlement obligations		91.6		74.9
Other liabilities		60.3		89.4
Total liabilities	$	161.5	$	182.5