Note 17 - Acquisitions

GMP Securities LLC

On December 11, 2018 the Company executed a stock purchase agreement with GMP International Holdings Corp., a wholly-owned subsidiary of Canada-based GMP Capital Inc., to acquire 100% its U.S.-based broker-dealer subsidiary, GMP Securities LLC (“GMP”), formerly known as Miller Tabak Securities, LLC, an independent, SEC-registered broker-dealer and FINRA member. GMP has an institutional fixed-income trading business which deals in high yield, convertible and emerging market debt and makes markets in certain equity securities. This transaction also involved the purchase of GMP’s U.S.-based parent. This acquisition allows the Company to expand its fixed income product offerings to clients and adds over 2,400 new institutional clients who can benefit from the Company’s full suite of financial services.

The transaction was subject to regulatory approval which was obtained in January 2019 with the acquisition closing on January 14, 2019. The aggregate cash purchase price of $8.2 million for all of the outstanding shares of GMP and its U.S.-based parent was equal to the final net tangible book value determined as of the acquisition date less $2.0 million. The net fair value of the assets acquired exceeded the fair value of the cash consideration transferred as of the acquisition date and the Company correspondingly recorded a bargain purchase gain of $5.4 million for the three and six months ended March 31, 2019, which is presented within ‘other gain’ in the condensed consolidated income statements. The Company believes the transaction resulted in a bargain purchase gain due to the Company’s ability to incorporate these business activities into its existing business structure, and its ability to utilize certain deferred tax assets, including net operating loss carryforwards, and other assets while operating the business that may not have been likely to be realized by the seller nor was contemplated in the purchase price.

The legal name of GMP was changed to INTL FCStone Credit Trading, LLC (“IFT”) subsequent to the closing date. The post-acquisition results of IFT have been included in the Company’s condensed consolidated income statements for the three and six months ended March 31, 2019. The Company recorded net operating revenues and a net loss of $2.3 million and $0.9 million, respectively, that is attributable to IFT in the condensed consolidated income statements for the three and six months ended March 31, 2019. The acquired businesses have been included within the Company’s Securities reportable segment.

The following represents a preliminary allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed as of the acquisition date:



(in millions)	Fair Value
Cash and cash equivalents	$	1.1
Deposits with and receivables from broker-dealers, clearing organizations, and counterparties ⁽¹⁾	7.7
Financial instruments owned, at fair value ⁽²⁾	7.1
Deferred income taxes, net	2.7
Property and equipment, net	0.7
Other assets	0.7
Total fair value of assets acquired	20.0

Accounts payable and other accrued liabilities	1.9
Payable to broker-dealers, clearing organizations, and counterparties	0.1
Financial instruments sold, not yet purchased, at fair value ⁽²⁾	4.4
Total fair value of liabilities assumed	6.4
Net fair value of assets acquired	13.6
Purchase price	8.2
Bargain purchase gain	$	5.4

⁽¹⁾Amount represents the contractual amount of deposits and receivables due from the clearing organization for trading activity, all of which the Company expects to be collectible as of the date of acquisition.

⁽²⁾Financial instruments owned and sold, not yet purchased, at fair value primarily includes equity securities and high yield, convertible and emerging market fixed income securities. Equity securities have been included within Level 1 of the fair value hierarchy and fixed income securities have been included in Level 2 of the fair value hierarchy as disclosed in Note 4.

Akshay Financeware, Inc.

On February 13, 2019, the Company paid $0.2 million to purchase the remaining interest of a joint venture originally acquired in connection with the acquisition of INTL Technology Services, LLC (formerly PayCommerce Financial Solutions, LLC) in September 2018. As a result of this transaction, the Company recorded $2.7 million of indefinite life intangibles for Society for Worldwide Interbank Financial Telecommunications (“SWIFT”) licenses held by the joint venture.