Acquisitions

On August 11, 2015, the Company acquired 100% of the voting equity interest of Maxxton Holding B.V. (“MHB”) and its wholly owned subsidiaries, a Software as a Service ("SaaS") solution for vacation rental management companies. MHB provides central reservations systems, property management systems and integrated software applications including point-of-sale and is included in our Corporate and Other in our segment presentation found in Note 16. The total consideration was $23.6 million, which consisted of cash paid, net of cash acquired, of $13.3 million, deferred purchase price payable of $6.8 million, and liabilities assumed totaling $3.5 million. The deferred purchase price is payable over 5 years. In addition, the Company has a 5 years variable compensation arrangement with MHB's former owner which is contingent on future minimum performance targets. As these amounts are contingent on achievement of certain targets and continued employment, no amounts were recorded for these future payments at the acquisition date. The transaction has been accounted for using the acquisition method of accounting and accordingly, assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The results of MHB have been consolidated with the Company since August 11, 2015.

The Company allocated the purchase price based upon a preliminary assessment of the fair value of the assets and liabilities assumed as of August 11, 2015. The Company is continuing to evaluate the MHB acquisition. Further adjustments to the fair value determination may be necessary as a result of the Company's assessment of additional information related to the fair value of assets acquired and liabilities assumed. Therefore, as a result, the allocation is not final.

Real Estate Acquisitions

In the first quarter of 2016, the Company completed three acquisitions of real estate as part of its program to incent franchise development in strategic markets for certain brands. The aggregate purchase price for these acquisitions was $25.8 million consisting of $25.6 million cash with an additional $0.2 million of current liabilities assumed. In addition the Company incurred $0.5 million in acquisition related costs, which were expensed in the period. These acquisitions included:


•	On January 8, 2016 the Company acquired a parcel of land in Milwaukee, WI. The land is currently being utilized as a parking lot and will be developed into a Cambria hotel & suites by the Company or through a future joint venture.

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On January 11, 2016, the Company acquired a parcel of land and an office building in Indianapolis, IN. The land and building are currently being utilized as a parking lot and actively managed office building. The properties are being marketed for sale with closing expected to occur within one year of acquisition. As of June 30, 2016, the properties met the criteria to be classified as held for sale and have been recorded within other current assets on the consolidated balance sheet.


•	On February 1, 2016, the Company acquired an actively managed office building and surrounding parking area in Houston, TX. The Company's plan for the building is to convert the property into a Cambria hotel & suites either through development or as a part of a joint venture agreement.

The Company has completed its assessment of the fair value of the assets acquired and as a result the allocation is final. The results of operations, assets and liabilities have been reflected within the Company's franchising segment. The fair value of the assets and liabilities and associated useful lives are as follows:



	Estimated Fair Value (in thousands)			Useful Lives
Land	$	14,548		Not depreciated⁽¹⁾
Land Improvements	100			5 years
Building	10,499			30 years⁽¹⁾
Leasehold Value	(24		)	Not depreciated⁽²⁾
Lease in Place	327			Not depreciated⁽²⁾
Leasing Commission	51			Not depreciated⁽²⁾
Other Assets	303
Total Assets Acquired	25,804
Other Liabilities	(240		)	⁽³⁾
Cash paid, net of cash acquired	$	25,564

(1) Amount includes $3.9 million and $2.2 million classified on the balance sheet as held for sale within other current assets

(2) Amount classified on the balance sheet as held for sale within other current assets

(3) Includes $0.1 million recorded as held for sale within other current assets