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 December 31, 2022, the Company 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, included the European Union operations, and resulted in a gain of $18.0 million. 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 $2.7 million for the nine months ended September 30, 2023 and $15.0 million and $25.9 million for the three and nine months ended September 30, 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.

Business Solutions revenues included in the Condensed Consolidated Statements of Income were $42.6 million and direct operating expenses, excluding corporate allocations, were $27.0 million for the three months ended September 30, 2022. For the nine months ended September 30, 2023 and 2022, Business Solutions revenues were $29.7 million and $167.4 million, respectively, and direct operating expenses, excluding corporate allocations, were $26.1 million and $117.4 million, respectively. For the three and nine months ended September 30, 2023, divestiture costs directly associated with this transaction were $0.1 million and $1.1 million, respectively. For the three and nine months ended September 30, 2022, divestiture costs directly associated with this transaction were $0.4 million and $4.4 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).


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

Accounts payable and accrued liabilities	$	18.2
Settlement obligations		74.9
Other liabilities		89.4
Total liabilities	$	182.5