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. The sale is expected to be completed in three closings, with the entire cash consideration collected at that the first closing and allocated to the closings on a relative fair value basis. The first closing occurred on March 1, 2022, 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 AOCL as a component of Gain on divestiture of business in the Consolidated Statements of Income. The second closing, which occurred on December 31, 2022 and included the United Kingdom operations, resulted in a gain of $96.9 million. As of December 31, 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 operations of approximately $104 million within Other liabilities in the Consolidated Balance Sheets. The third closing, which is currently expected to occur in the second quarter of 2023, pending required regulatory approvals, includes the European Union operations and the gain associated with this closing is subject to regulatory capital adjustments. During the period between the first and third closings, the Company is required to pay 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 $32.0 million for the year ended December 31, 2022, and was included in Other income/(expense), net in the Consolidated Statements of Income. The related income tax expense on this income was 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 completion of the third close is probable.

Business Solutions revenues included in the Consolidated Statements of Income were $196.9 million, $421.8 million, and $356.1 million, and direct operating expenses, excluding corporate allocations, were $140.3 million, $317.7 million, and $319.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. Costs related to the review and closing of this divestiture were $5.2 million and $14.4 million for the years ended December 31, 2022 and 2021, respectively.

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


	December 31,		December 31,
	2022		2021
Cash and cash equivalents	$	5.2	$	37.7
Settlement assets		74.9		566.0
Property and equipment, net of accumulated depreciation of $1.0 and $19.3, respectively		0.7		6.3
Goodwill		61.4		532.0
Other intangible assets, net of accumulated amortization of $9.8 and $360.2, respectively		1.4		50.4
Other assets		118.0		260.5
Total assets	$	261.6	$	1,452.9

Accounts payable and accrued liabilities	$	18.2	$	61.6
Settlement obligations		74.9		566.0
Other liabilities		89.4		194.3
Total liabilities	$	182.5	$	821.9

In 2020, the Company sold its former corporate headquarters and other property and recorded an immaterial pre-tax net gain on the sales. The proceeds from these sales have been included in Cash flows from investing activities within the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2020.

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 Consolidated Balance Sheets 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 Total other income/(expense), net, during the year ended December 31, 2021. The Company retains an immaterial equity interest in this private company.

The following tables present changes to goodwill for the years ended December 31, 2022 and 2021 and the accumulated impairment losses as of December 31, 2022, 2021, and 2020 (in millions):


	Consumer-to-		Business
	Consumer		Solutions(a)			Other		Total
January 1, 2021 goodwill, net	$	1,980.7	$	532.0		$	53.9	$	2,566.6
Additions		—		—			—		—
December 31, 2021 goodwill, net	$	1,980.7	$	532.0		$	53.9	$	2,566.6
Additions		—		—			—		—
Divestiture(a)		—		(470.6	)		—		(470.6	)
December 31, 2022 goodwill, net	$	1,980.7	$	61.4		$	53.9	$	2,096.0

(a)

Related to the Business Solutions divestiture, as described above.


	As of December 31,
	2022			2021			2020
Goodwill, gross	$	2,125.6		$	3,030.6		$	3,030.6
Accumulated impairment losses		(29.6	)		(464.0	)		(464.0	)
Goodwill, net(a)	$	2,096.0		$	2,566.6		$	2,566.6

(a)

As of December 31, 2022 and 2021, Goodwill of $61.4 million and $532.0 million, respectively, related to the Company's Business Solutions business is included in Assets held for sale on the Company's Consolidated Balance Sheets, as further described above. All of the Company's accumulated impairment losses related to the Business Solutions business.

The Company did not record any goodwill impairments during the years ended December 31, 2022, 2021, and 2020.