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Acquisitions
9 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]  
Acquisitions
Acquisitions:
2015 Acquisition
On May 19, 2015, the Company acquired 100 percent of the stock of Wood Mackenzie for a net cash purchase price of $2,889,629, including $78,694 of an indemnity escrow, which the Company financed through a combination of debt and equity offerings, borrowings under the Company's new credit facility, and cash on hand. Due to the fact that a portion of the purchase price was funded in pounds sterling and the remainder in U.S. dollars, the Company entered into a foreign currency hedging instrument to purchase pounds sterling. The Company recorded a gain within "Gain on derivative instruments" in the accompanying consolidated statements of operations and received proceeds on the hedge of $85,187. These proceeds were utilized to partially fund the acquisition of Wood Mackenzie. Wood Mackenzie is a global provider of data analytics and commercial intelligence for the energy, chemicals, metals and mining verticals. This acquisition advances the Company’s strategy to expand internationally and positions the Company in the global energy market. Wood Mackenzie is included in the energy and specialized markets vertical, formerly named the specialized markets vertical, of the Decision Analytics segment.
The preliminary purchase price allocation of the Wood Mackenzie acquisition resulted in the following:
Cash and cash equivalents
$
35,398

Accounts receivable
 
82,786

Current assets
 
85,592

Fixed assets
 
66,884

Intangible assets
 
1,111,951

Goodwill and other
 
1,983,276

Other assets
 
2,007

Total assets acquired
 
3,367,894

Current liabilities
 
(91,390
)
Fees received in advance
 
(142,457
)
Deferred income taxes, net
 
(201,904
)
Other liabilities
 
(7,116
)
Total liabilities assumed
 
(442,867
)
Net assets acquired
 
2,925,027

Cash acquired
 
(35,398
)
Net cash purchase price
$
2,889,629


The preliminary allocations of the purchase price above are subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have a significant impact on the consolidated financial statements. During the three months ended September 30, 2015, the Company revised the estimated valuation of intangible assets and preliminary allocation of the purchase price for the Wood Mackenzie acquisition, and recorded a decrease to intangible assets of $182,993, a decrease in deferred tax liabilities of $57,072, an increase in other items of $258, and an increase to goodwill of $126,179. These adjustments have been reflected in the above preliminary allocations of the purchase price. As a result of these adjustments, the Company also recorded a decrease of $8,067 to the amortization of intangible assets that would have impacted the second quarter of 2015. The impact of all adjustments have been reflected in the condensed consolidated financial statements as of September 30, 2015 and for the three and nine months ended September 30, 2015. The allocations of the purchase price will be finalized once all information is obtained, but not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to fixed assets and operating leases, income and non-income taxes, fees received in advance, the valuation of intangible assets acquired, and residual goodwill. The preliminary amounts assigned to intangible assets by type for the Wood Mackenzie acquisition were based upon the Company's valuation model and historical experiences with entities with similar business characteristics. The preliminary amounts are summarized in the table below:


Weighted Average Useful Life

Total
Database-related
 
20 years
 
$
496,246

Customer-related

15 years


278,106

Marketing-related

20 years


232,935

Technology-related

7 years

 
104,664

Total intangible assets



$
1,111,951



The goodwill associated with the stock purchase of Wood Mackenzie is not deductible for tax purposes. For the nine months ended September 30, 2015, the Company incurred transaction costs related to this acquisition of $26,617 included within "Selling, general and administrative" expenses and $13,336 included within "Interest expense" in the accompanying consolidated statements of operations.

Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of Wood Mackenzie occurred at the beginning of 2014. The pro forma information for the nine months ended September 30, 2015 and 2014 presented below is based on estimates and assumptions, which the Company believes to be reasonable but not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had this acquisition been completed at the beginning of 2014. The unaudited pro forma information includes intangible asset amortization charges and incremental borrowing costs as a result of the acquisition, net of related tax, estimated using the Company’s effective tax rate for continuing operations for the periods presented.

For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015

2014
 
(unaudited)
Pro forma revenues
$
550,401


$
544,993

 
$
1,647,162


$
1,562,817

Pro forma income from continuing operations
$
131,814


$
139,740

 
$
374,868


$
321,313

Pro forma basic income from continuing operations
per share
$
0.78


$
0.84

 
$
2.29


$
1.93

Pro forma diluted income from continuing operations
per share
$
0.77


$
0.82

 
$
2.24


$
1.89



Acquisition Escrows

Pursuant to the related acquisition agreements, the Company has funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition date. At September 30, 2015 and December 31, 2014, the escrows amounted to $76,263 and $5,583, respectively and have been included in “Other current assets” in the accompanying condensed consolidated balance sheets, respectively.