Schedule of recognized identified assets acquired and liabilities assumed |
The following table summarizes the preliminary allocation, unless otherwise noted, of the purchase price paid and the amounts of assets acquired and liabilities assumed for the fiscal year 2013 acquisitions. The allocation is based upon the estimated fair value at the date of acquisition (in thousands). Balances are reflected in the consolidated balance sheets in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Axtel Mexico (1) | | NII Mexico (2) | | NII Brazil | | Z-Sites | | Other International | | Other U.S. | Current assets | | $ | — |
| | $ | 61,183 |
| | $ | — |
| | $ | — |
| | $ | 4,863 |
| | $ | 1,220 |
| Non-current assets | | 2,626 |
| | 11,969 |
| | 4,484 |
| | 6,157 |
| | 1,991 |
| | 44 |
| Property and equipment | | 86,100 |
| | 147,364 |
| | 105,784 |
| | 24,832 |
| | 44,844 |
| | 23,803 |
| Intangible assets (3): | | | | | | | | | | | | | Customer-related intangible assets | | 119,392 |
| | 135,175 |
| | 149,333 |
| | 64,213 |
| | 20,590 |
| | 29,325 |
| Network location intangible assets | | 43,031 |
| | 63,791 |
| | 93,867 |
| | 17,123 |
| | 20,727 |
| | 7,607 |
| Current liabilities | | — |
| | — |
| | — |
| | — |
| | — |
| | (454 | ) | Other non-current liabilities | | (9,377 | ) | | (10,478 | ) | | (13,188 | ) | | (1,502 | ) | | (8,168 | ) | | (786 | ) | Fair value of net assets acquired | | $ | 241,772 |
| | $ | 409,004 |
| | $ | 340,280 |
| | $ | 110,823 |
| | $ | 84,847 |
| | $ | 60,759 |
| Goodwill (4) | | 6,751 |
| | 27,928 |
| | 8,704 |
| | 11,953 |
| | 4,970 |
| | 4,403 |
|
__________ | | (1) | The allocation of the purchase price was finalized during the year ended December 31, 2013. |
| | (2) | Current assets includes approximately $60.3 million of value added tax. |
| | (3) | Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years. |
| | (4) | Goodwill was allocated to the Company’s domestic and international rental and management segments, as applicable, and the Company expects goodwill recorded will be deductible for tax purposes. |
The following table summarizes the preliminary allocation, unless otherwise noted, of the purchase price for the fiscal year 2014 acquisitions based upon their estimated fair value at the date of acquisition (in thousands). Balances are reflected in the accompanying consolidated balance sheets as of December 31, 2014.
| | | | | | | | | | | | | | | | | | | BR Towers | Richland | | International (1) | | Other U.S. | Current assets | | $ | 31,832 |
| $ | 8,583 |
| | $ | 7,072 |
| | $ | 797 |
| Non-current assets | | 9,135 |
| — |
| | 1,521 |
| | — |
| Property and equipment | | 141,422 |
| 185,777 |
| | 32,225 |
| | 38,413 |
| Intangible assets (2): | | | | | | | | Customer-related intangible assets | | 495,279 |
| 169,452 |
| | 20,217 |
| | 89,990 |
| Network location intangible assets | | 136,233 |
| 1,700 |
| | 10,729 |
| | 39,470 |
| Other intangible assets | | 37,664 |
| — |
| | — |
| | — |
| Current liabilities | | (23,930 | ) | (3,635 | ) | | (863 | ) | | (1,997 | ) | Other non-current liabilities | | (101,508 | ) | (2,922 | ) | | (6,263 | ) | | (1,675 | ) | Net assets acquired | | 726,127 |
| 358,955 |
| | 64,638 |
| | 164,998 |
| Goodwill (3) | | 164,955 |
| 32,423 |
| | 4,011 |
| | 15,824 |
| Fair value of net assets acquired | | 891,082 |
| 391,378 |
| | 68,649 |
| | 180,822 |
| Debt assumed (4) | | (261,136 | ) | (201,999 | ) | | — |
| | — |
| Preferred stock outstanding | | (61,056 | ) | — |
| | — |
| | — |
| Purchase Price | | $ | 568,890 |
| $ | 189,379 |
| | $ | 68,649 |
| | $ | 180,822 |
|
__________ | | (1) | The allocation of the purchase price was finalized during the year ended December 31, 2014. |
| | (2) | Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years. Other intangible assets are amortized on a straight-line basis over the life of the lease, which is a period of 11 years. |
| | (3) | Goodwill was allocated to the Company’s domestic and international rental and management segments, as applicable, and the Company expects goodwill recorded will be deductible for tax purposes except for goodwill associated with BR Towers where goodwill is expected to be partially deductible. |
| | (4) | BR Towers debt assumed approximated fair value at the date of acquisition and includes $11.5 million of current indebtedness. Richland debt assumed includes $196.5 million of Richland’s indebtedness and a fair value adjustment of $5.5 million. The fair value adjustment was based primarily on reported market values using Level 2 inputs. |
The following table summarizes the allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the MIPT acquisition based upon the estimated fair value at the date of acquisition (in thousands).
| | | | | | | | | | | | Final Purchase Price Allocation (1) | | Preliminary Purchase Price Allocation (2) | Cash and cash equivalents | | $ | 35,967 |
| | $ | 35,967 |
| Restricted cash | | 30,883 |
| | 30,883 |
| Accounts receivable, net | | 10,102 |
| | 10,021 |
| Prepaid and other current assets | | 40,865 |
| | 22,875 |
| Property and equipment | | 910,713 |
| | 996,901 |
| Intangible assets (3): | | | | | Customer-related intangible assets | | 2,456,582 |
| | 2,629,188 |
| Network location intangible assets | | 528,900 |
| | 467,300 |
| Notes receivable and other non-current assets | | 68,388 |
| | 4,220 |
| Accounts payable | | (9,969 | ) | | (9,249 | ) | Accrued expenses | | (42,867 | ) | | (37,004 | ) | Accrued interest | | (3,253 | ) | | (3,253 | ) | Current portion of long-term obligations | | (2,820 | ) | | (2,820 | ) | Unearned revenue | | (35,905 | ) | | (35,753 | ) | Long-term obligations (4) | | (1,573,366 | ) | | (1,573,366 | ) | Asset retirement obligations | | (57,965 | ) | | (43,089 | ) | Other non-current liabilities | | (17,837 | ) | | (37,326 | ) | Fair value of net assets acquired | | $ | 2,338,418 |
| | $ | 2,455,495 |
| Goodwill (5) | | 992,044 |
| | 874,967 |
|
__________ (1) Balances are reflected as updated in the accompanying consolidated balance sheets as of December 31, 2013. (2) Balances are reflected in the consolidated balance sheets in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | | (3) | Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years. |
| | (4) | Long-term obligations included $1.5 billion of MIPT’s existing indebtedness and a fair value adjustment of $53.0 million. The fair value adjustment was based primarily on reported market values using Level 2 inputs. |
| | (5) | Goodwill was allocated to the Company’s domestic and international rental and management segments, as applicable, and the Company expects goodwill recorded will not be deductible for tax purposes. |
The following table summarizes the updated allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the fiscal year 2013 acquisitions based upon their estimated fair value at the date of acquisition (in thousands). Balances are reflected in the accompanying consolidated balance sheets herein. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Axtel Mexico (1) | | NII Mexico (2) (3) | | NII Brazil (2) | | Z-Sites (2) | | Other International (2) | | Other U.S. (2) | Current assets | | $ | — |
| | $ | 59,938 |
| | $ | — |
| | $ | — |
| | $ | 4,863 |
| | $ | 1,220 |
| Non-current assets | | 2,626 |
| | 10,738 |
| | 9,534 |
| | 6,718 |
| | 1,991 |
| | 44 |
| Property and equipment | | 86,100 |
| | 143,680 |
| | 109,426 |
| | 26,881 |
| | 44,844 |
| | 23,537 |
| Intangible assets (4): | | | | | | | | | | | | | Customer-related intangible assets | | 119,392 |
| | 132,897 |
| | 142,125 |
| | 62,286 |
| | 20,590 |
| | 29,325 |
| Network location intangible assets | | 43,031 |
| | 66,069 |
| | 82,111 |
| | 17,350 |
| | 20,727 |
| | 7,935 |
| Current liabilities | | — |
| | — |
| | — |
| | — |
| | — |
| | (454 | ) | Other non-current liabilities | | (9,377 | ) | | (10,478 | ) | | (20,100 | ) | | (2,331 | ) | | (8,168 | ) | | (848 | ) | Fair value of net assets acquired | | $ | 241,772 |
| | $ | 402,844 |
| | $ | 323,096 |
| | $ | 110,904 |
| | $ | 84,847 |
| | $ | 60,759 |
| Goodwill (5) | | 6,751 |
| | 25,056 |
| | 18,312 |
| | 13,040 |
| | 4,970 |
| | 4,403 |
|
__________ | | (1) | The allocation of the purchase price was finalized during the year ended December 31, 2013. |
| | (2) | The allocation of the purchase price was finalized during the year ended December 31, 2014. |
| | (3) | Current assets includes approximately $59.0 million of value added tax. |
| | (4) | Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years. |
| | (5) | Goodwill was allocated to the Company’s domestic and international rental and management segments, as applicable, and the Company expects goodwill recorded will be deductible for tax purposes. |
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