XML 69 R11.htm IDEA: XBRL DOCUMENT
v3.25.1

Business Combinations and Divestitures | 12 Months Ended
--- | ---
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business Combinations and Divestitures | Business Combinations and Divestitures AlTi Global Business Combination On January 3, 2023, the Company entered into the Business Combination described in Note 1 (Description of the Business). The primary purpose of the Business Combination was to combine established high-growth companies that can benefit from access to capital and public markets and continue value-creation by management. The Business Combination was a forward merger and is accounted for using the acquisition method of accounting. The Company was the accounting acquirer and Umbrella, including the Target Companies, was the accounting acquiree. The Company was determined to be the accounting acquirer because Umbrella met the definition of a VIE, and the Company was the primary beneficiary of Umbrella. ASC 805, Business Combinations, requires the primary beneficiary of a VIE to be identified as the accounting acquirer. The Company is the primary beneficiary because it controls all activities of Umbrella, and the non-managing members of Umbrella do not have substantive kick-out or participating rights. The Business Combination met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from the Target Companies, affected for adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the date of acquisition. The Company has allocated the purchase price to the tangible and identifiable intangible assets based on their estimated fair market values at the acquisition date as required under ASC 805. The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets was recorded as goodwill and is deductible for tax purposes. The Business Combination resulted in the Company acquiring 51% of the equity interests of Umbrella which holds 100% of the equity interests of Alvarium, TWMH, and TIG. The remainder of Umbrella is held by the historical equity holders of TWMH and TIG through their ownership of Class B Units, which are presented as non-controlling interest on the Company’s Consolidated Statement of Financial Position. As a result of the Business Combination, Umbrella, which represents substantially all of the economic activity of the Company, became a subsidiary of the Company. Since the Company is the sole managing member of Umbrella following the Business Combination, the Class B Units held by the former equity holders of TWMH and TIG are classified as non-controlling interests in the Company’s financial statements. An allocation of net income or loss representing the percentage of ownership of Umbrella not controlled by the Company will be attributed to the non-controlling interests in the Company’s Consolidated Statement of Operations. Each Class B Unit of Umbrella is paired with a share of Class B Common Stock (collectively, the “Paired Interests”). Pursuant to the Umbrella LLC Agreement, a Paired Interest is exchangeable at any time after the lock-up period for a share of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Paired Interests pursuant to the Umbrella LLC Agreement, the shares of Class B Common Stock included in the Paired Interests will automatically be canceled and the Class B Common Units included in the Paired Interests shall be automatically transferred to the Company and converted into and become an equal number of Class A Common Units in Umbrella. Alternatively, if approved by the disinterested members of the board of directors of the Company, such Class B Common Stock can be settled in cash funded from the proceeds of a private sale or a public offering of Class A Common Stock. The Sponsor, in connection with the initial public offering prior to the Business Combination, purchased 8,625,000 shares of Class B Common Stock (the “Founder Shares”) for $25,000 (approximately $0.03 per share). These shares had no value until the Business Combination completed. At this point, the Founder Shares automatically converted into Class A Common Stock. This conversion was solely contingent upon the completion of the Business Combination and did not include any future service requirements. As such, this cost of 8,625,000 shares at $10.33 per share for $89.1 million is presented “on the line” and is not reflected in the financial statements presented. “On the line” describes those expenses triggered by the consummation of a business combination that are not recognized in the Consolidated Statement of Operations as they are not directly attributable to either period but instead were contingent on the Business Combination. As part of the Business Combination during the year ended December 31, 2023, the Company incurred $17.8 million of acquisition-related costs which are included predominantly in the “Professional fees” line in the Consolidated Statement of Operations. In addition, the Company incurred $4.6 million of debt issuance costs related to debt issued to finance the Business Combination. Of the total debt issuance costs, $1.8 million is related to the Term Loan and drawn amount of the Revolver and is recorded as an offset to the “Debt, net of unamortized deferred financing cost” line item of the Consolidated Statement of Financial Position. $2.8 million of the debt issuance costs related to the undrawn amount of the Revolver were recorded in the “Other assets” line item of the Consolidated Statement of Financial Position. The Business Combination was accounted for using the acquisition method of accounting, and the fair value of the total purchase consideration transferred was $1,071.1 million. Included in total purchase consideration is contingent consideration of $85.1 million, which is payable to the selling shareholders upon achievement of certain volume-weighted average price targets for the shares of Class A Common Stock or upon a change of control of the Company occurring between the Closing Date and the fifth anniversary of the Closing Date. Since this liability meets the definition of a derivative, it is recorded at fair value as a derivative liability in Earn-out liabilities, at fair value on the Consolidated Statement of Financial Position and measured at fair value at the acquisition date and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value to be recognized in Gain (loss) on earnout liabilities in the Consolidated Statement of Operations and in Fair value (gain) loss on earnout liability in the Consolidated Statement of Cash Flows in the period of change.
(Dollars in Thousands) | Amount
Cash consideration | $ | 99,999 |
Equity consideration: |
Class A | $ | 294,159 |
Class B | $ | 573,205 |
Warrants | $ | 4,896 |
Earn-out consideration | $ | 85,097 |
Tax Receivable Agreement | $ | 13,000 |
Payment of assumed liabilities | $ | 760 |
Total purchase consideration transferred | $ | 1,071,116 |
The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Business Combination:
(Dollars in Thousands) | Business Combination Date Fair Value
Cash and cash equivalents | $ | 24,023 |
Management/advisory fees receivable | 42,381 |
Investments at fair value | 148,674 |
Equity method investments | 42,185 |
Property, plant and equipment | 3,996 |
Intangible assets | 520,161 |
Goodwill | 530,546 |
Operating lease right-of-use assets | 28,487 |
Other assets | 47,251 |
Total Assets Acquired | $ | 1,387,704 |
Accounts payable and accrued expenses | 72,022 |
Accrued compensation and profit sharing | 25,051 |
Accrued member distributions payable | 12,803 |
Delayed share purchase agreement | 1,818 |
Earn-in consideration payable | 1,519 |
Operating lease liabilities | 29,047 |
Debt | 124,533 |
Deferred tax liability, net | 34,640 |
Other liabilities | 15,149 |
Total Liabilities Assumed | $ | 316,582 |
Total Assets Acquired and Liabilities Assumed | 1,071,122 |
Non-controlling interest in subsidiaries | (6) |
| $ | 1,071,116 |
Fair Value of Net Assets Acquired and Intangibles In accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of January 1, 2023. The Company developed the fair value of intangible assets, which include trade names, customer relationships, investment management agreements, developed technology and backlog, using various techniques including discounted cash flow, relief from royalty, multi-period excess earnings, and a Monte Carlo simulation approach. The Company developed the fair value of equity method investments using various techniques including discounted cash flow and a guideline public company approach. The investments at fair value and earn-in consideration are carried at fair value and no adjustment was made. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the Business Combination, which does not qualify as a separately recognized intangible asset. Goodwill was initially allocated to the two reporting segments that existed at the time of the Business Combination. During the third quarter ended September 30, 2024, we changed the composition of our reporting and created two new segments — Wealth & Capital Solutions and International Real Estate. The goodwill allocated between Wealth & Capital Solutions and International Real Estate as of December 31, 2024, is $377.8 million and $0.0 million, respectively. Below is a summary of the intangible assets acquired in the Business Combination (in thousands):
(Dollars in Thousands) | Acquisition Date Fair Value |  | Estimated Life (Years)
Trade Names | $ | 14,695 |  |  | 9.9
Customer Relationships | 163,392 |  |  | 27.1
Investment Management Agreements (definite life) | 94,575 |  |  | 18.4
Investment Management Agreements (indefinite life) | 245,900 |  |  | Indefinite
Developed Technology | 1,000 |  |  | 5
Backlog | 599 |  |  | 0.5
Total intangible assets acquired | $ | 520,161 |  |  |
The intangible assets acquired and subject to amortization have a weighted average useful life of 23.0 years. During the third quarter ended September 30, 2024, the carrying value of the indefinite lived intangible assets was reassessed in connection with the changes in the composition of our reporting segments which resulted in an impairment charge to reduce the carrying value of the indefinite lived intangible assets by $44.9 million. Acquisition of AlTi Wealth Management (Singapore) Pte Limited On April 6, 2023 (the “ALWP Acquisition Date”), the Company acquired all of the issued and outstanding ownership and membership interests of AlTi Wealth Management (Singapore) Pte Limited (“ALWP”) pursuant to the terms of the share purchase agreement between the Company and ALWP (the “ALWP Acquisition”). The primary purpose of the ALWP Acquisition is to acquire ALWP’s extensive business within Southeast Asia to further expand the Company’s global operations. The ALWP Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from ALWP, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the ALWP Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the ALWP Acquisition Date as required under ASC 805. The ALWP Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $15.5 million, with the total amount paid in cash. The Company will make second and third payments to the sellers of ALWP on the third and fifth anniversary of the ALWP Acquisition Date, respectively. Management has determined that these payments will be treated as future compensation expense in the Company’s Consolidated Statement of Operations. There is no contingent consideration as part of the ALWP Acquisition. During the year ended December 31, 2023, the Company incurred $0.4 million of direct acquisition-related expenses, which are recognized in the Professional fees line item of the Consolidated Statement of Operations. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the ALWP Acquisition:
(Dollars in Thousands) | ALWP Acquisition Date Fair Value
Cash and cash equivalents | $ | 1,092 |
Management/advisory fees receivable | 1,952 |
Property, plant and equipment | 644 |
Intangible assets | 12,300 |
Goodwill | 3,836 |
Operating lease right-of-use assets | 1,048 |
Other assets | 474 |
Total Assets Acquired | 21,346 |
Accounts payable and accrued expenses | 368 |
Operating lease liabilities | 1,048 |
Other liabilities | 4,400 |
Total Liabilities Assumed | $ | 5,816 |
Total Assets Acquired and Liabilities Assumed | $ | 15,530 |
Fair Value of Net Assets Acquired and Intangibles Goodwill is comprised of expected synergies for the combined operations, including employees acquired in a business combination. The total amount of goodwill arising in the transaction was allocated to the Company’s Wealth & Capital Solutions segment. The components of goodwill do not qualify as a separately recognized intangible asset. The Company will test for impairment annually to determine changes in goodwill at the Wealth & Capital Solutions reporting unit. Below is a summary of the intangible assets acquired in the ALWP Acquisition:
(Dollars in Thousands) | ALWP Acquisition Date Fair Value |  | Estimated Life (Years)
Customer Relationships | $ | 12,300 |  |  | 10
Total Intangible Assets | $ | 12,300 |  |  |
The fair value for customer relationships was determined using the multi-period excess earnings method. The intangible assets are subject to amortization over a useful life of 10 years. The results of operations for the ALWP Acquisition have been included in the Company’s consolidated financial statements from the date of ALWP Acquisition. Acquisition of AlTi Wealth Management (Switzerland) SA On August 2, 2023, (the “AWMS Acquisition Date”), the Company acquired the remaining 70% of the issued and outstanding ownership and membership interests of AWMS, increasing its interest in AWMS from 30% to 100% (the “AWMS Acquisition”). The AWMS Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from AWMS, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the AWMS Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the AWMS Acquisition Date as required under ASC 805. The AWMS Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $16.8 million. The total purchase consideration transferred includes cash consideration, equity consideration, deferred cash consideration, earn-out consideration (“AWMS earn-out liability”), and the payment of assumed liabilities. Since the AWMS earn-out liability meets the definition of a derivative, it is recorded at fair value as a derivative liability in Earn-out liabilities, at fair value on the Consolidated Statement of Financial Position and measured at fair value at the acquisition date and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value to be recognized in Gain (loss) on earnout liabilities in the Consolidated Statement of Operations and in Fair value (gain) loss on earnout liability in the Consolidated Statement of Cash Flows in the period of change. The total purchase consideration includes the following amounts:
(Dollars in Thousands) | AWMS Amount
Initial Cash consideration | $ | 5,711 |
Equity consideration | 1,459 |
Deferred cash consideration | 6,695 |
Earn-out consideration | 2,721 |
Payment of assumed liabilities | 168 |
Total purchase consideration transferred | $ | 16,754 |
The deferred cash consideration and the earn-out consideration were both paid during the year ended December 31, 2024. At the AWMS Acquisition Date, as required by ASC 805, the Company’s existing 30% equity interest in AWMS, which was previously recognized as an equity method investment, was revalued to reflect the fair value at this date. The fair value of this existing equity method investment was $7.4 million, which was calculated as 30% of the fair value of AWMS total equity value (determined using the discounted cash flow method of the income approach, less debt), excluding the impact of any synergies or control premium that would be realized by a controlling interest. This change in fair value resulted in a gain of $1.9 million, which was recognized during the year ended December 31, 2023 in the Gain (loss) on investments line of the Consolidated Statement of Operations. The Company incurred $0.01 million in direct acquisition-related expenses, which are recognized in the Professional fees line item of the Consolidated Statement of Operations. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the AWMS business combination:
(Dollars in Thousands) | AWMS Acquisition Date Fair Value
Cash and cash equivalents | $ | 1,401 |
Management/advisory fees receivable | 1,057 |
Equity method investments | 57 |
Intangible assets | 9,679 |
Goodwill | 15,146 |
Operating lease right-of-use assets | 298 |
Other assets | 323 |
Total Assets Acquired | 27,961 |
Accounts payable and accrued expenses | 784 |
Operating lease liabilities | 298 |
Other liabilities | 2,944 |
Total Liabilities Assumed | $ | 4,026 |
Total Assets Acquired and Liabilities Assumed | $ | 23,935 |
Fair Value of Net Assets Acquired and Intangibles Goodwill is comprised of expected synergies for the combined operations, including employees acquired in a business combination. The total amount of goodwill arising in the transaction was allocated to the Company’s Wealth & Capital Solutions segment. The components of goodwill do not qualify as a separately recognized intangible asset. The Company will test for impairment annually to determine changes in goodwill at the Wealth & Capital Solutions reporting unit. The Company will also test goodwill for impairment in other periods if an event occurs or circumstances change that may indicate impairment. Below is a summary of the intangible assets acquired in the AWMS business combination:
(Dollars in Thousands) | AWMS Acquisition Date Fair Value |  | Estimated Life (Years)
Customer Relationships | $ | 9,679 |  |  | 14
Total Intangible Assets | $ | 9,679 |  |  |
The fair value for customer relationships was determined using the multi-period excess earnings method. The intangible assets are subject to amortization over a useful life of 14 years. The results of operations for the AWMS Acquisition have been included in the Company’s consolidated financial statements from the AWMS Acquisition Date. Prior to the AWMS Acquisition Date, the results of AWMS were included as a 30% held equity method investment. Acquisition of East End Advisors, LLC On April 3, 2024 (the “EEA Acquisition Date”), the Company acquired all of the issued and outstanding ownership and membership interests of East End Advisors, LLC (“East End Advisors”) pursuant to the terms of the purchase agreement between the Company and EEA Holding Company, LLC (the “EEA Acquisition”). The EEA Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from East End Advisors, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the EEA Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the EEA Acquisition Date as required under ASC 805. The EEA Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $93.1 million. Included in the total purchase consideration is contingent consideration of $23.3 million, for which the Company may be required to make additional cash payments contingent on the future EBITDA performance targets between the closing date and the fifth anniversary of the closing date. The contingent consideration was measured at fair value at the acquisition date and recorded within the Earn-out liabilities, at fair value line item in the Consolidated Statement of Financial Position.
(Dollars in Thousands) | Amount
Cash consideration | $ | 69,013 |
Contingent consideration installments | 23,308 |
Payment of assumed liabilities | 793 |
Total purchase consideration transferred | $ | 93,114 |
The Company incurred $1.3 million of direct acquisition-related expenses, which are recognized in the Professional fees line item of the Consolidated Statement of Operations. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the EEA Acquisition:
(Dollars in Thousands) | EEA Acquisition Date Fair Value
Cash and cash equivalents | $ | 218 |
Management/advisory fees receivable | 12 |
Intangible assets | 62,700 |
Goodwill | 30,094 |
Operating lease right-of-use assets | 2,326 |
Other assets | 1,181 |
Total Assets Acquired | 96,531 |
Accounts payable and accrued expenses | 79 |
Operating lease liabilities | 2,326 |
Other liabilities | 1,012 |
Total Liabilities Assumed | $ | 3,417 |
Total Assets Acquired and Liabilities Assumed | $ | 93,114 |
The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the EEA Acquisition Date. During the year ended December 31, 2024, the Company made a measurement period adjustment to the purchase price allocation, which resulted in an increase to goodwill and a decrease to intangibles of $4.6 million. At this time we do not expect any additional material adjustments to the above allocations. When the valuation is final, changes to the valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill. Fair Value of Net Assets Acquired and Intangibles With the exception of operating right-of-use assets and operating lease liabilities accounted for under ASC 842, Leases, in accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of April 1, 2024. The Company developed the fair value of intangible assets, which includes trade names, customer relationships and developed technology, using various techniques including relief of royalty, excess earnings method, and a discounted cash flow approach. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the Business Combination, which does not qualify as a separately recognized intangible asset. The total amount of goodwill arising in the transaction was allocated to the Company’s Wealth & Capital Solutions segment. Below is a summary of the intangible assets acquired in the EEA Acquisition:
(Dollars in Thousands) | EEA Acquisition Date Fair Value |  | Estimated Life (Years)
Trade Name | $ | 1,400 |  |  | 5
Customer Relationships | $ | 61,000 |  |  | 17
Developed Technology | $ | 300 |  |  | 5
Total Intangible Assets | $ | 62,700 |  |  |
The results of operations for EEA have been included in the Company’s consolidated financial statements from the EEA Acquisition Date. Acquisition of Pointwise Partners Limited On May 9, 2024 (the “PW Acquisition Date”), the Company acquired the remaining 50% of the issued and outstanding ownership and membership interest of PW, increasing its interest from 50% to 100% (the “PW Acquisition”). The PW Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from PW, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the PW Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the PW Acquisition Date as required under ASC 805. The PW Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration was $8.0 million. The total purchase consideration transferred includes cash consideration, equity consideration, estimated deferred consideration, and the settlement of pre-existing relationships as summarized below:
(Dollars in Thousands) | PW Amount
Initial Cash consideration | $ | 1,735 |
Equity consideration | 1,705 |
Deferred consideration | 3,328 |
Settlement of pre-existing relationships | 1,186 |
Total purchase consideration transferred | $ | 7,954 |
The estimated deferred consideration is payable in cash and equity and is due for payment no later than March 1, 2025. In addition to the above, an additional amount of consideration to be paid fully in equity to PW employees upon meeting certain performance milestones was determined to be compensation rather than consideration transferred. Refer to Note 5 (Equity-Based Compensation) for additional details. At the PW Acquisition Date, as required by ASC 805, the Company’s existing 50% equity in PW, which was previously recognized as an equity method investment, was revalued to reflect the fair value at this date. The fair value of this existing equity method investment was $6.2 million, which was calculated as 50% of the fair value of PW total equity value, excluding the impact of any synergies or control premium that would be realized by a controlling interest. During the year ended December 31, 2024, a gain of $4.5 million, representing the change in fair value, has been recognized in the Gain (loss) on investments line of the Consolidated Statement of Operations. The following table sets forth the fair values of the assets acquired, and liabilities assumed in connection with the PW business combination:
(Dollars in Thousands) | PW Acquisition Date Fair Value
Cash and cash equivalents | $ | 269 |
Intangible assets | 9,700 |
Goodwill | 6,747 |
Other assets | 20 |
Total Assets Acquired | 16,736 |
Accounts payable and accrued expenses | 589 |
Other liabilities | 292 |
Deferred tax liability | 1,749 |
Total Liabilities Assumed | $ | 2,630 |
Total Assets Acquired and Liabilities Assumed | $ | 14,106 |
The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the PW Acquisition Date. At this time we do not expect any additional material adjustments to the above allocations. When the valuation is final, changes to the valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill. Fair Value of Net Assets Acquired and Intangibles Goodwill is comprised of expected synergies of the combined operations, including employees acquired in a business combination. The total amount of goodwill arising in the transaction was allocated to the Company’s Wealth & Capital Solutions segment. The components of goodwill do not qualify as a separately recognized intangible asset. The Company will test for impairment in other periods if an event occurs or circumstances change that may indicate impairment. Below is a summary of the intangible assets acquired in the PW business combination:
(Dollars in Thousands) | PW Acquisition Date Fair Value |  | Estimated Life (Years)
Customer Relationships | $ | 9,700 |  |  | 14
Total Intangible Assets | $ | 9,700 |  |  |
The fair value of customer relationships was determined using the multi-period excess earnings method. The intangible assets are subject to amortization over a useful life of 14 years. The results of the PW Acquisition have been included in the Company’s consolidated financial statements from the PW Acquisition Date. Prior to the PW Acquisition Date, the results of PW were included as a 50% held equity method investment. Acquisition of Envoi, LLC On July 1, 2024 (the “Envoi Acquisition Date”), the Company purchased substantially all of the assets of Envoi, LLC (“Envoi”) pursuant to the terms of the asset purchase agreement by and among the Company and Envoi, as well as Envoi’s individual members (the “Envoi Acquisition”). The Envoi Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from Envoi, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the Envoi Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the Envoi Acquisition Date as required under ASC 805. The Envoi Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration was $34.3 million. Included in the total consideration is cash consideration of $25.3 million, and estimated contingent consideration of $9.0 million comprised of the Envoi earn-out liability and earn-out growth consideration liability. A portion of the contingent consideration will be used to establish a retention pool which is payable in a mixture of cash and equity to employees upon meeting certain revenue thresholds over a required service period. The portion of contingent consideration used to establish the retention pool is treated as compensation rather than consideration transferred. Refer to Note 5 (Equity-Based Compensation) for further details about the related equity award. The amount of contingent consideration related to consideration transferred was measured at fair value at the acquisition date and recorded within the Earn-out liabilities, at fair value line item in the Consolidated Statement of Financial Position. The total purchase consideration is summarized below:
(Dollars in Thousands) | Envoi Amount
Cash consideration | $ | 25,258 |
Earn-out consideration | 9,000 |
Total purchase consideration transferred | $ | 34,258 |
The Company incurred $1.1 million of direct acquisition-related expenditures, which are recognized in the Professional fees line item of the Consolidated Statement of Operations. The following table sets forth the fair values of the assets acquired, and liabilities assumed in connection with the Envoi Acquisition:
(Dollars in Thousands) | Envoi Acquisition Date Fair Value
Intangible assets | $ | 23,300 |
Goodwill | 10,824 |
Operating lease right-of-use assets | 196 |
Other assets | 157 |
Total Assets Acquired | 34,477 |
Accounts payable and accrued expenses | 1 |
Operating lease liabilities | 218 |
Total Liabilities Assumed | 219 |
Total Assets Acquired and Liabilities Assumed | $ | 34,258 |
The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the Envoi Acquisition Date. During the year ended December 31, 2024, the Company made a measurement period adjustment to the purchase price allocation, which resulted in an increase to intangibles and a decrease to goodwill of $1.0 million. At this time we do not expect any additional material adjustments to the above allocations. When the valuation is final, changes to the valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill. Fair Value of Net Assets Acquired and Intangibles In accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of July 1, 2024. The Company developed the fair value of intangible assets, which includes customer relationships, using various techniques including the multi-period excess earnings method. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the business combination, which does not qualify as a separately recognized intangible asset. The goodwill resulting from this acquisition is expected to be deductible for tax purposes. The total amount of goodwill arising in the transaction was allocated to the Company’s Wealth & Capital Solutions segment. The components of goodwill do not qualify as a separately recognized intangible asset. Below is a summary of the intangible assets acquired in the Envoi Acquisition:
(Dollars in Thousands) | Envoi Acquisition Date Fair Value |  | Estimated Life (Years)
Customer Relationships | $ | 23,300 |  |  | 15
Total Intangible Assets | $ | 23,300 |  |  |
The results of the Envoi Acquisition have been included in the Company’s consolidated financial statements from the Envoi Acquisition Date. Supplemental Pro Forma Financial Information (Unaudited) The following selected unaudited supplemental pro forma financial information is a summary of our combined results for Envoi, EEA, and PW as of the years ended December 31, 2024 and December 31, 2023. Supplemental pro forma financial information for AWMS and ALWP is presented as of the year ended December 31, 2023. The unaudited supplemental pro forma financial information gives effect to the acquisitions as if they had occurred on January 1, 2023. The following acquisitions have been excluded from the unaudited pro forma financial information presented below since their results of operations are included in our unaudited consolidated statement of operations: •EEA, PW, and Envoi acquisitions for the year ended December 31, 2024 •AWMS and ALWP acquisitions for the year ended December 31, 2024 and December 31, 2023, respectively The unaudited pro forma financial information presented below is for informational purposes only, and is not necessarily indicative of the results that would have been achieved if the AWMS, ALWP, EEA, PW, and Envoi acquisitions had taken place on January 1, 2023, nor is it indicative of future results.
|  |  | For the Year Ended
(Dollars in Thousands) |  |  |  |  | December 31, 2024 |  | December 31, 2023 |  | December 31, 2022 (Predecessor)
Total revenue |  |  |  |  | $ | 215,339 |  |  | $ | 276,959 |  |  | $ | 102,598 |
Net income (loss) |  |  |  |  | $ | (101,668) |  |  | $ | (162,307) |  |  | $ | (2,050) |
Deconsolidation of Alvarium Home REIT Advisors Ltd AlTi was formed on January 3, 2023, through a business combination transaction that included certain legacy Alvarium companies. While the sale of AHRA occurred prior to the Business Combination, under GAAP, its results were required to be consolidated in our financial statements until June 30, 2023, when it was deconsolidated. On June 30, 2023, the Company entered into a series of agreements that resulted in the deconsolidation of AHRA from the International Real Estate segment with immediate effect. The agreements removed ARE’s potential controlling voting rights in AHRA (previously ascertainable on the exercise of the option), and terminated other residual contractual relationships between AHRA and ARE. As a result, these agreements removed AlTi’s control of AHRA from an accounting perspective. AHRA’s results are included in the Company’s Consolidated Statement of Operations for the period from January 3, 2023 to June 30, 2023, and its accounts were removed from the Consolidated Statement of Financial Position as of June 30, 2023. The deconsolidation resulted in an intangible asset impairment charge of $29.4 million, which was recorded in Impairment loss on goodwill and intangible assets in the Consolidated Statement of Operations during the year ended December 31, 2023. Assets managed by AHRA, however, have been excluded from the Company’s AUM/AUA metrics since January 1, 2023. Disposal of LRA On January 9, 2024, AlTi RE Public Markets Limited entered into heads of terms to sell 100% of the equity of LRA, the advisor to the publicly-traded fund LXi, to LondonMetric for fixed consideration of approximately $33.1 million and up to an estimated $5.1 million of contingent consideration based on the exchange rate as of the balance sheet date, as applicable. This contingent consideration is payable in installments on each of the first four anniversaries of the sale of LRA. The contingent consideration meets the definition of a derivative and is recorded as Contingent consideration receivable on the Consolidated Statement of Financial Position as of December 31, 2024. This contingent consideration will be remeasured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Consolidated Statement of Operations in the period of change. The disposal was completed on March 6, 2024. As a result, the Company has recognized an intangible asset impairment charge of $23.5 million, which is recorded in Impairment loss on goodwill and intangible assets in the Consolidated Statement of Operations during the year ended December 31, 2023. In addition, as of December 31, 2023, the major classes of assets and liabilities of LRA were presented as held for sale in the Consolidated Statement of Financial Position. For the year ended December 31, 2024, a net loss of $(0.4) million was recorded in connection with the completion of this disposal, which was recognized in the line item Gain (loss) on investments in the Consolidated Statement of Operations. Disposal of FOS On November 6, 2023, the Company entered into an agreement to sell FOS, the European-based trust and private office service which was part of the Company’s Wealth & Capital Solutions segment, for a cash consideration of approximately $20.1 million. Subsequently, an adjustment to the cash consideration of $(0.6) million was made, resulting in a final cash consideration of approximately $19.5 million. The agreement to sell was subject to regulatory approval that was granted in April 2024, following which, on May 8, 2024, the transaction was completed. This disposal does not represent a strategic shift that will have a major impact on the Company’s operations, and as such, is not classified as a discontinued operation. As of December 31, 2023, the major classes of assets and liabilities of FOS were presented as held for sale in the Consolidated Statement of Financial Position. During the year ended December 31, 2024, a gain on disposal of $9.4 million was recognized in Gain (loss) on investments in the Consolidated Statement of Operations. Assets Held for Sale The carrying amounts of the major classes of assets and liabilities of FOS and LRA were presented as held for sale in the Consolidated Statement of Financial Position at December 31, 2023. As of the year ended December 31, 2024, no assets or liabilities were classified as held for sale. The following table represents amounts presented as held for sale for the periods presented:
|  |  | As of
(in thousands) |  |  | December 31, 2023
Assets |  |  |
Cash and cash equivalents |  |  | $ | 2,897 |
Fees receivable, net |  |  | 4,792 |
Intangible assets, net of accumulated amortization |  |  | 46,658 |
Operating lease right-of-use assets |  |  | 434 |
Deferred tax asset, net |  |  | 41 |
Other assets |  |  | 1,812 |
Total assets held for sale |  |  | $ | 56,634 |
Liabilities |  |  |
Accounts payable and accrued expenses |  |  | $ | (1,007) |
Operating lease liabilities |  |  | (381) |
Deferred tax liability, net |  |  | (10,852) |
Deferred income |  |  | (781) |
Other liabilities |  |  | (772) |
Total liabilities held for sale |  |  | $ | (13,792) |

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 business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration