On August 4, 2021, the Company entered into an agreement to sell its Business Solutions business to Goldfinch Partners LLC and The Baupost Group LLC (collectively, the “Buyer”) for cash consideration of $910.0 million. In the third quarter, the Company and the Buyer agreed to complete the divestiture in three closings instead of two, the first of which occurred on March 1, 2022 with the entirety of the cash consideration collected at that time and allocated to the closings on a relative fair value basis. The first closing excluded the operations in the European Union and the United Kingdom and resulted in a gain of $151.4 million. In connection with the first closing, the Company reclassified $17.8 million of currency translation gains previously included within Accumulated other comprehensive loss (“AOCL”) as a component of Gain on divestiture of business in the Condensed Consolidated Statements of Income. As of September 30, 2022, the Company has agreed to and paid final working capital adjustments to the Buyer and has classified the proceeds allocated to the European Union and United Kingdom operations of approximately $390 million within Other liabilities in the Condensed Consolidated Balance Sheets. The second closing, which includes the United Kingdom operations, is expected to occur in December 2022, pending required regulatory approvals. The third closing, which includes the European Union operations, is currently expected to occur in the first quarter of 2023, pending required regulatory approvals. The gains associated with the second and third closings are subject to regulatory capital adjustments and will be recognized at the time of each closing. During the period between the first and third closings, the Company will pay to the Buyer a measure of profit of the European Union and United Kingdom operations, while owned by the Company, adjusted for the occupancy charges for employees of the Buyer using Company facilities and other items, as contractually agreed, which was $15.0 million and $25.9 million for the three and nine months ended September 30, 2022, respectively, and was included in Other income/(expense), net in the Condensed Consolidated Statements of Income. The related income tax expense on this income is also passed to the Buyer.

The Company has presented the remaining assets of its Business Solutions business as held for sale, along with the associated liabilities, as the Company believes the completions of the second and third closings are probable. The Buyer has rebranded the sold operations within a new standalone company (now referred to as "Convera").

Business Solutions revenues included in the Condensed Consolidated Statements of Income were $42.6 million and $116.8 million and direct operating expenses, excluding corporate allocations, were $27.0 million and $77.1 million for the three months ended September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022 and 2021, Business Solutions revenues were $167.4 million and $312.6 million, respectively, and direct operating expenses, excluding corporate allocations, were $117.4 million and $244.5 million, respectively. For the three months ended September 30, 2022 and 2021, divestiture costs directly associated with this transaction were $0.4 million and $5.2 million, respectively. For the nine months ended September 30, 2022 and 2021, divestiture costs directly associated with this transaction were $4.4 million and $10.7 million, respectively.

The following table reflects the assets held for sale and associated liabilities of the Business Solutions business in the accompanying Condensed Consolidated Balance Sheets (in millions). These balances are subject to regulatory capital and other requirements which will be finalized upon the third close.


	September 30,		December 31,
	2022		2021
Cash and cash equivalents	$	64.0	$	37.7
Settlement assets		230.3		566.0
Property and equipment, net of accumulated depreciation of $1.7 and $19.3		1.7		6.3
Goodwill		229.2		532.0
Other intangible assets, net of accumulated amortization of $77.8 and $360.2		9.7		50.4
Other assets		280.0		260.5
Total assets	$	814.9	$	1,452.9

Accounts payable and accrued liabilities	$	81.3	$	61.6
Settlement obligations		230.3		566.0
Other liabilities		238.9		194.3
Total liabilities	$	550.5	$	821.9

The Company entered into an agreement in November 2020, which was subsequently amended, to acquire an ownership interest in stc Bank (formerly Saudi Digital Payments Company), a subsidiary of Saudi Telecom Company and one of the Company’s Consumer-to-Consumer digital white label partners. Under the terms of the amended agreement, the Company agreed to invest $200.0 million for a 15% ownership in stc Bank (“Investment”), and this transaction closed in October 2021. In conjunction with the Investment, the Company and stc Bank extended and expanded the terms of their commercial agreement. The Company assigned a value of $36.0 million to certain rights under the commercial agreement that are included in Other assets in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 and are being amortized over the life of the agreement. The Company is measuring the Investment at cost, less any impairment, adjusted for any changes resulting from observable price changes in orderly transactions for identical or similar investments in stc Bank.

In April 2021, the Company sold a substantial majority of the noncontrolling interest it held in a private company for cash proceeds of $50.9 million. The Company recorded a gain of $47.9 million within Other income/(expense), net, during the nine months ended September 30, 2021. The Company retains an immaterial equity interest in this private company.