XML 19 R11.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Business Combinations | 9 Months Ended
--- | ---
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Business Combinations | Business Combinations Acquisition of ProQuest On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equity holders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $5,002.3, net of $52.5 cash acquired. The aggregate consideration was composed of (i) $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,959.9 in cash, including approximately $917.5 to fund the repayment of ProQuest debt.
Issuance of 46.9 million shares(1) |  | $ | 1,094.9 |
Cash consideration(2) |  | 3,959.9 |
Total purchase price |  | 5,054.8 |
Cash acquired(3) |  | (52.5) |
Total purchase price, net of cash acquired |  | $ | 5,002.3 |
(1) Based on the Company’s closing share price of $23.34 on November 30, 2021.
(2) Total cash consideration of $3,959.9 includes a base cash consideration of $3,988.0, less working capital adjustments of $31.7, less closing indebtedness adjustments of $36.6, plus closing cash consideration of $40.2.
(3) Cash acquired includes $52.5 of total cash acquired, less $2.0 of restricted cash acquired.
The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. The majority of goodwill is deductible for tax purposes. During the three and nine months ended September 30, 2022, total transaction costs incurred in connection with the acquisition of ProQuest were $3.3 and $12.6, respectively. Total transaction costs during the three and nine months ended September 30, 2021 were $13.1 and $25.2, respectively. The ProQuest acquisition is reported as part of the A&G Segment, see Note 8 - Other Intangible Assets, net and Goodwill and Note 18 - Segment Information for additional information.
The purchase price allocation for the ProQuest acquisition as of the close date of December 1, 2021 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition:
| Original Purchase Price Allocation |  | Measurement Period Adjustments |  | Updated Purchase Price Allocation
Accounts receivable | $ | 113.5 |  |  | $ | 1.2 |  |  | $ | 114.7 |
Prepaid expenses | 22.3 |  |  | 0.9 |  |  | 23.2 |
Other current assets | 23.7 |  |  | — |  |  | 23.7 |
Property and equipment, net | 62.3 |  |  | 2.9 |  |  | 65.2 |
Other intangible assets(1) | 3,534.7 |  |  | (1.0) |  |  | 3,533.7 |
Other non-current assets | 18.0 |  |  | — |  |  | 18.0 |
Deferred income taxes | 3.5 |  |  | — |  |  | 3.5 |
Operating lease right-of-use assets | 28.4 |  |  | — |  |  | 28.4 |
Total assets | $ | 3,806.4 |  |  | $ | 4.0 |  |  | $ | 3,810.4 |
Accounts payable | 17.1 |  |  | — |  |  | 17.1 |
Accrued expenses and other current liabilities | 136.8 |  |  | (3.6) |  |  | 133.2 |
Current portion of long-term debt | 1.1 |  |  | — |  |  | 1.1 |
Current portion of deferred revenue | 335.2 |  |  | — |  |  | 335.2 |
Current portion of operating lease liabilities | 8.0 |  |  | — |  |  | 8.0 |
Long-term debt | 33.4 |  |  | — |  |  | 33.4 |
Deferred income taxes | 58.6 |  |  | 0.3 |  |  | 58.9 |
Non-current portion of deferred revenue | 6.8 |  |  | — |  |  | 6.8 |
Other non-current liabilities | 89.2 |  |  | 2.1 |  |  | 91.3 |
Operating lease liabilities | 23.1 |  |  | — |  |  | 23.1 |
Total liabilities | 709.3 |  |  | (1.2) |  |  | 708.1 |
Fair value of acquired identifiable assets and liabilities | $ | 3,097.1 |  |  | $ | 5.2 |  |  | $ | 3,102.3 |
Purchase price, net of cash | $ | 4,994.3 |  |  | $ | 8.0 |  |  | $ | 5,002.3 |
Less: Fair value of acquired identifiable assets and liabilities | 3,097.1 |  |  | 5.2 |  |  | 3,102.3 |
Goodwill | $ | 1,897.2 |  |  | $ | 2.8 |  |  | $ | 1,900.0 |
(1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction.
The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years):
| Fair Value as of December 1, 2021 |  | Remaining Range of Years
Customer relationships | $ | 2,773.0 |  |  | 17-23
Technology & databases | 709.3 |  |  | 5-17
Trade names | 45.7 |  |  | 2-10
Total identifiable intangible assets | $ | 3,528.0 |  |  |
Unaudited pro forma information for the Company for the relevant periods presented as if the acquisition had occurred January 1, 2020 is as follows:
| Three Months Ended September 30, |  |
| 2021 |  |
Pro forma revenues, net | $ | 663.4 |  |  |
Pro forma net income attributable to the Company's shareholders | 56.3 |  |  |
| Nine Months Ended September 30, |  |
| 2021 |  |
Pro forma revenues, net | $ | 1,992.6 |  |  |
Pro forma net loss attributable to the Company's shareholders | (159.5) |  |  |
The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical consolidated financial statements of the Company and from the historical accounting records of ProQuest. The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of ProQuest debt and the additional Company borrowings in conjunction with the acquisition, and (iii) acquisition-related transaction costs incurred by the Company during the three and nine months ended September 30, 2021 described above.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration