4.	ACQUISITIONS

During the third quarter of 2013, the Company acquired 279 completed towers and related assets and liabilities and the rights to manage 4 additional communication sites. These acquisitions were not significant to the Company and, accordingly, pro forma financial information has not been presented.

The following table summarizes the Company’s cash acquisition capital expenditures:


	For the three months ended September 30,				For the nine months ended September 30,
	2013		2012		2013		2012
	(in thousands)
Towers and related intangible assets	$	80,326	$	21,736	$	311,190	$	951,331
Ground lease land purchases		11,320		9,154		35,864		25,907
Earnouts		—		708		1,311		5,751

Total acquisition capital expenditures	$	91,646	$	31,598	$	348,365	$	982,989

Total acquisition capital expenditures for the nine months ended September 30, 2013, included $175.9 million related to an acquisition in Brazil which closed in the fourth quarter of 2012.

In addition, the Company paid $2.8 million and $1.2 million for ground lease extensions during the three months ended September 30, 2013 and 2012, respectively, and $7.6 and $4.7 million for ground lease extensions during the nine months ended September 30, 2013 and 2012, respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheet.

The estimates of the fair value of the assets acquired and liabilities assumed at the date of an acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, including contingent consideration and any related tax impact. The fair values of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. During the measurement period, the Company will adjust assets and/or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in a revised estimated value of those assets and/or liabilities as of that date. The effect of material measurement period adjustments to the estimated fair values is reflected as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments are included in current period earnings. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the intangible assets, or require acceleration of the amortization expense of intangible assets in subsequent periods.

During the second quarter of 2013, the Company identified a purchase price allocation adjustment related to an acquisition that occurred in the fourth quarter of the prior year, and accordingly, has recorded an adjustment to reclassify $54.1 million from Property and Equipment to Intangible Assets. The effect of this entry was not material to the Company’s Statement of Operations and Consolidated Balance Sheet for the periods presented, and as such, has only been reflected in the Consolidated Statement of Operations and Consolidated Balance Sheet as of and for the nine months ended September 30, 2013.

Earnouts

The Company recorded an adjustment of $0.1 million increasing the estimated contingent consideration fair value and $1.9 million decreasing the estimated contingent consideration fair value during the three and nine months ended September 30, 2013, respectively. The Company recorded an adjustment of $0.5 million and $1.3 million during the three and nine months ended September 30, 2012, respectively, increasing the estimated contingent consideration fair value at such date.

As of September 30, 2013, the Company’s estimate of its potential obligation if the performance targets contained in various acquisition agreements were met was $26.0 million, which the Company has recorded in accrued expenses.

Foreign Currency Forward Contract

On July 26, 2013 the Company entered into foreign currency forward contracts with a valuation date of October 28, 2013 for an aggregate notional amount of $305.0 million (R$697.1 million) to hedge the purchase price of an acquisition in Brazil. The Company measures its foreign currency forward contracts, which are recorded in Prepaid and other current assets, at fair value based on indicative prices in active markets (Level 2 inputs). These contracts do not qualify for hedge accounting and as such any gains and losses are reflected within Other Income, net in the accompanying Consolidated Statement of Operations.

At September 30, 2013, the Company recognized an unrealized gain of $6.9 million related to the mark to market of the foreign currency forward contracts. Subsequent to September 30, 2013, the Company settled the foreign currency forward contracts, receiving proceeds of $14.1 million. On October 28, 2013, the Company entered into another foreign currency forward contract with a valuation date of November 18, 2013, for an aggregate notional amount of $314.0 million (R$687.5 million) in order to continue to hedge the purchase price of the Brazil acquisition.