Equifax 2009 Annual Report Download - page 52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
2007 Acquisitions. On October 19, 2007, in order to continue to December 31,
grow our credit data business, our Peruvian subsidiary, which is (In millions) 2009 2008
reported in our International operating segment, purchased 100% of Current assets $ 13.1 $ 3.0
the stock of a credit reporting business located in Peru for cash Property and equipment 1.9 0.3
consideration of $8.0 million. Other assets 3.0 0.1
Identifiable intangible assets(1) 83.9 16.2
On May 15, 2007, we completed the acquisition of all of the out- Goodwill(2) 116.7 18.3
standing shares of TALX, a leading provider of employment and
Total assets acquired 218.6 37.9
income verification and human resources business process out-
Total liabilities assumed (18.3) (9.6)
sourcing services. The acquisition aligned with our long-term growth
strategy of expanding into new markets with unique data. Under the Net assets acquired $ 200.3 $ 28.3
terms of the transaction, we issued 20.6 million shares of Equifax
(1) Identifiable intangible assets are further disaggregated in the table
common stock from treasury, issued 1.9 million fully-vested options
below.
to purchase Equifax common stock and paid approximately (2) Of the goodwill resulting from 2009 and 2008 acquisitions, $39.6 million
$288.1 million in cash, net of cash acquired. The value of the and $4.4 million, respectively, is tax deductible.
shares issued was $844.2 million determined using an average
share price over a reasonable period of time before and after the
acquisition terms were announced. The fair value of options issued
was $61.1 million determined using the Black-Scholes-Merton valu-
ation model. The fair value of the vested options is included in the
total purchase price. We also assumed TALX’s outstanding debt,
which had a fair value totaling $177.6 million at May 15, 2007. We
financed the cash portion of the acquisition cost and $96.6 million
outstanding on the TALX revolving credit facility at the date of acqui-
sition initially with borrowings under our $850.0 million senior
unsecured credit facility, which we refer to as the Senior Credit
Facility, and subsequently refinanced this debt in the second quarter
of 2007 with ten- and thirty-year notes. The results of TALX’s opera-
tions are included in our Consolidated Financial Statements begin-
ning on May 15, 2007. TALX is reported as a separate operating
segment. Subsequent to the date of the acquisition in 2007, we
paid $4.1 million to the former owners of a company purchased by
TALX pursuant to an earn-out agreement.
We also acquired the assets of three mortgage solutions affiliates for
cash paid of $3.8 million during the first quarter of 2007.
Purchase Price Allocation. The following table summarizes the
estimated fair value of the net assets acquired and the liabilities
assumed at the acquisition dates. These 2009 allocations are con-
sidered final, except for the resolution of certain contingencies all of
which existed at the acquisition date, primarily related to sales tax
exposures and income tax accounts, which will be resolved when
final returns are filed related to the acquired entities. Estimates for
these items have been included in the purchase price allocations
and will be finalized prior to the one year anniversary date of the
acquisitions.
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