3.	Acquisitions

NSS Acquisition

On February 1, 2016, the Company acquired 100 percent of the outstanding shares of L-3 National Security Solutions, Inc. and L-3 Data Tactics Corporation (together, “NSS”). NSS is a prime mission partner to the U.S. Department of Defense (DoD), U.S. government intelligence agencies, and U.S. federal civilian agencies. The acquisition will expand CACI’s opportunities in many of our key market areas and expand our current customer base. CACI financed the acquisition by borrowing $250.0 million under its existing revolving facility and by entering into an eighth amendment and first incremental facility amendment to its credit facility to allow for the incurrence of $300.0 million in additional term loans.

The initial purchase consideration paid at closing to acquire NSS was $550.0 million plus $11.2 million representing a preliminary net working capital adjustment. Subsequent to closing, CACI received a refund of $13.6 million for the final net working capital adjustment and on April 3, 2017 received an additional $5.7 million refund for tax-related adjustments.

The purchase consideration was allocated among assets acquired and liabilities assumed at fair value, with the excess purchase consideration recorded as goodwill. During the third quarter of FY17, CACI finalized its valuation of assets acquired and liabilities assumed. As a result of the final valuations, the Company recorded measurement period adjustments that increased other current assets, receivables and other accrued expenses by $2.4 million, $0.6 million and $0.9 million, respectively, reducing the purchase consideration by $5.5 million and goodwill by $7.5 million during the nine months ended March 31, 2017.

The total consideration of $541.9 million has been allocated to assets acquired and liabilities assumed as follows (in thousands):

Cash and cash equivalents	$	2,596
Accounts receivable		210,459
Prepaid expenses and other current assets		14,461
Property and equipment		21,320
Intangible assets		110,500
Goodwill		360,230
Other long-term assets		437
Accounts payable		(57,616	)
Accrued compensation and benefits		(38,953	)
Other accrued expenses and current liabilities		(38,432	)
Deferred income taxes		(37,796	)
Other long-term liabilities		(5,343	)
Total estimated consideration	$	541,863

The goodwill of $360.2 million is largely attributable to the assembled workforce of NSS and expected synergies between the Company and NSS. The estimated fair value attributed to intangible assets, which consists of customer contracts and related customer relationships, is being amortized on an accelerated basis over approximately 15 years. The fair value attributed to the intangible assets acquired was based on estimates, assumptions, and other information compiled by management, including independent valuations that utilized established valuation techniques. Of the value attributed to goodwill and intangible assets, $47.7 million is deductible for income tax purposes.