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Acquisitions
9 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]  
Acquisitions

5. Acquisitions

For the nine months ended September 30, 2015, the Company completed acquisitions with an aggregate purchase price of $13.6 million and has made deferred payments of purchase price of $3.4 million related to 2014 and 2013 acquisitions.

 

2014 Acquisitions

During 2014, the Company completed acquisitions with an aggregate purchase price of $3.67 billion, net of cash acquired of $165.8 million.

Comdata

On November 14, 2014, the Company acquired Comdata Inc. (“Comdata”) from Ceridian LLC, a portfolio company of funds affiliated with Thomas H. Lee Partners, L.P. (“THL”) and Fidelity National Financial Inc. (NYSE: FNF), for $3.4 billion, net of cash acquired. Comdata is a business-to-business provider of innovative electronic payment solutions. As an issuer and a processor, Comdata provides fleet, virtual card and gift card solutions. This acquisition will complement the Company’s current fuel card business in the U.S. and add a new product with the virtual payments business. FleetCor financed the acquisition with approximately $2.4 billion of new debt and the issuance of approximately 7.6 million shares of FleetCor common stock, including amounts applied at the closing to the repayment of Comdata’s debt. Results from the acquired business have been reported in the Company’s North America segment since the date of acquisition. The following table summarizes the preliminary acquisition accounting for Comdata (in thousands):

 

Restricted cash

   $ 93,312   

Trade and other receivables

     633,960   

Prepaid expenses and other

     16,052   

Property and equipment

     17,984   

Goodwill

     2,258,748   

Other intangible assets

     1,630,700   

Notes and other liabilities assumed

     (801,516

Deferred tax liabilities

     (427,516

Other long term liabilities

     (6,841
  

 

 

 

Aggregate purchase price

   $ 3,414,883   
  

 

 

 

Acquisition accounting adjustments recorded during the nine months ended September 30, 2015 at Comdata included the reallocation of certain deferred tax liabilities among certain of the Comdata entities, a change in the estimated fair value of acquired accounts receivable and settlement of working capital provisions.

The preliminary 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

     19       $ 1,269,700   

Trade names and trademarks—indefinite

     N/A         237,100   

Software

     4 – 7         123,300   

Non-competes

     3         600   
     

 

 

 
      $ 1,630,700   
     

 

 

 

The acquisition accounting related to this acquisition is preliminary as the Company is still completing the valuation for intangible assets, income taxes, certain acquired contingencies and off market contract reviews. Goodwill recognized is comprised primarily of expected synergies from combining the operations of the Company and Comdata and assembled workforce. The goodwill acquired with this business is not deductible for tax purposes.

Other

During 2014, the Company acquired Pacific Pride, a U.S. fuel card business, and a fuel card business from Shell in Germany. The following table summarizes the final acquisition accounting for these acquisitions during 2014 (in thousands):

 

Trade and other receivables

   $ 62,604   

Prepaid expenses and other

     232   

Property and equipment

     71   

Goodwill

     30,596   

Other intangible assets

     47,992   

Notes and other liabilities assumed

     (66,499
  

 

 

 

Aggregate purchase price

   $ 74,996   
  

 

 

 

 

Acquisition accounting adjustments recorded during the nine months ended September 30, 2015 at our other business acquisitions included the impact of working capital settlements and a change in the estimated fair value of acquired accounts receivable.

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)
     Value  

Customer relationships

     8       $ 15,592   

Trade names and trademarks—indefinite

     N/A         2,900   

Franchisee Agreements

     20         29,500   
     

 

 

 
      $ 47,992   
     

 

 

 

These acquisitions were not material individually or in the aggregate to the Company’s consolidated financial statements.