Acquisitions

2017 Acquisitions

During 2017, the Company completed acquisitions with an aggregate purchase price of $720.8 million, net of cash acquired of $96.2 million and inclusive of notes payable of $29.3 million. During 2017, the Company made investments in other businesses of $39 million.

Cambridge Global Payments

On August 9, 2017, the Company acquired Cambridge, a leading business to business (B2B) international payments provider, for approximately $616.1 million in cash, net of cash acquired of $94.5 million and inclusive of a note payable of $23.8 million. Cambridge processes B2B cross-border payments, assisting business clients in making international payments. The purpose of this acquisition is to further expand the Company's corporate payments footprint. The Company financed the acquisition using a combination of existing cash and borrowings under its existing credit facility. The results from Cambridge are reported in its North America segment. The following table summarizes the preliminary acquisition accounting for Cambridge (in thousands):



Restricted cash	$	37,666
Trade and other receivables	61,801
Prepaid expenses and other current assets	15,190
Property and equipment	7,106
Other long term assets	10,025
Goodwill	500,391
Customer relationships and other identifiable intangible assets	271,793
Liabilities assumed	(194,552		)
Deferred tax liabilities	(93,364		)
Aggregate purchase price	$	616,056

The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):



	Useful Lives (in Years)	Value
Banking relationships	20	$	705
Trade name and trademarks	Indefinite	35,110
Technology	5	16,039
Customer relationships - excluding Accounts Payable Solutions	7-18	178,190
Customer relationships - Accounts Payable Solutions	20	41,749
		$	271,793

Along with the Company's acquisition of Cambridge, the Company signed noncompete agreements with certain parties with an estimated fair value of $5.8 million. Acquisition accounting for Cambridge is preliminary as the Company is still completing the valuation for goodwill, intangible assets, income taxes, certain acquired contingencies, derivatives and the working capital adjustment period remains open. Goodwill recorded is comprised primarily of expected synergies from combining the operations of the Company and Cambridge, as well as assembled workforce.

Other

During 2017, the Company acquired Creative Lodging Solutions ("CLS"), a small lodging tuck-in business, and a fuel card provider in Russia for approximately $104.7 million, net of cash acquired of $1.8 million and inclusive of a note payable of $5.5 million. The Company financed the acquisitions using a combination of existing cash and borrowings under its existing credit facility. The accounting for these acquisitions is preliminary as the Company is still completing the valuation of goodwill, intangible assets, income taxes and evaluation of acquired contingencies.

The following table summarizes the preliminary acquisition accounting for the acquisitions (in thousands):



Trade and other receivables	$	37,986
Prepaid expenses and other	1,426
Property and equipment	5,745
Goodwill	55,711
Other intangible assets	53,259
Liabilities assumed	(32,202		)
Deferred tax liabilities	(17,217		)
Aggregate purchase prices	$	104,708

The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):



	Useful Lives (in Years)	Value
Trade name and trademarks	1	$	180
Technology	4	1,750
Customer relationships	8	51,329
		$	53,259

Along with the Company's acquisition of CLS, the Company signed noncompete agreements with certain parties with an estimated fair value of $4.5 million.

2016 Acquisitions

During 2016, the Company completed acquisitions with an aggregate purchase price of $1.3 billion, net of cash acquired of $51.3 million, which includes deferred payments made during the period related to prior acquisitions of $6.1 million.

During 2016, the Company made additional investments of $7.9 million related to its equity method investment at Masternaut. The Company also received a $9.2 million return of its investment in Masternaut in 2016.

STP

On August 31, 2016, the Company acquired all of the outstanding stock of Serviços e Tecnologia de Pagamentos S.A. (“STP”), for approximately $1.23 billion, net of cash acquired of $40.2 million. STP is an electronic toll payments company in Brazil and provides cardless fuel payments at a number of Shell sites throughout Brazil. The purpose of this acquisition was to expand the Company's presence in the toll market in Brazil. The Company financed the acquisition using a combination of existing cash and borrowings under its existing credit facility. Results from the acquired business have been reported in the Company's international segment since the date of acquisition. The following table summarizes the acquisition accounting for STP (in thousands):



Trade and other receivables	$	243,157
Prepaid expenses and other	5,757
Deferred tax assets	20,644
Property and equipment	44,226
Other long term assets	14,280
Goodwill	663,040
Customer relationships and other identifiable intangible assets	548,682
Liabilities assumed	(312,297		)
Aggregate purchase price	$	1,227,489

The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):



	Useful Lives (in Years)	Value
Customer relationships	8.5-20	$	348,414
Trade names and trademarks	Indefinite	154,851
Technology	6	45,417
		$	548,682

In connection with the STP acquisition, the Company recorded contingent liabilities aggregating $15.1 million, recorded within other noncurrent liabilities and accrued expenses in the Consolidated Balance Sheet at the date of acquisition. A portion of these acquired liabilities have been indemnified by the respective sellers. As a result, an indemnification asset of $15.1 million was recorded within prepaid and other long term assets in the Consolidated Balance Sheet. Along with the Company's acquisition of STP, the Company signed noncompete agreements with certain parties with an estimated fair value of $23.2 million.

Goodwill recognized is comprised primarily of expected synergies from combining the operations of the Company and STP, as well as the assembled workforce. The goodwill and definite lived intangibles acquired with STP will be deductible for tax purposes.

Other

During 2016, the Company acquired additional fuel card portfolios in the U.S. and the United Kingdom, additional Shell fuel card markets in Europe and Travelcard in the Netherlands totaling approximately $76.7 million, net of cash acquired of $11.1 million. The following table summarizes the acquisition accounting for these acquisitions (in thousands):



Trade and other receivables	$	27,810
Prepaid expenses and other	5,097
Property and equipment	992
Goodwill	28,540
Other intangible assets	61,823
Deferred tax asset	146
Deferred tax liabilities	(5,123		)
Liabilities assumed	(42,550		)
Aggregate purchase prices	$	76,735

The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):



	Useful Lives (in Years)	Value
Customer relationships and other identifiable intangible assets	10-18	$	61,823
		$	61,823

2015 Acquisitions

During 2015, the Company completed acquisitions of Shell portfolios related to our fuel card businesses in Europe, as well as a small acquisition internationally, with an aggregate purchase price of $46.3 million, made additional investments of $8.4 million related to its equity method investment at Masternaut and deferred payments of $3.4 million related to acquisitions occurring in prior years.

The following table summarizes the acquisition accounting for the acquisitions completed during 2015 (in thousands):



Trade and other receivables	$	521
Prepaid expenses and other	996
Property and equipment	197
Goodwill	9,561
Other intangible assets	39,791
Deferred tax liabilities	(2,437		)
Liabilities assumed	(2,331		)
Aggregate purchase prices	$	46,298

The final estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):

Useful Lives
(in Years)

Customer relationships