First Data 2011 Annual Report Download - page 78

Note 3: Business Combinations, Asset Acquisitions and Dispositions
Initial Consideration (b)
Businesses and Assets Acquired (a) Month Total Cash
(in millions)
2011:
Merchant portfolio acquisitions $ 19.2 $ 19.2
2010:
Redemption of Rockmount Investments, LLC ("Rockmount") put in BAMS
(c) $ 213.3 $ 213.3
Merchant portfolio acquisitions 1.8 1.8
$ 215.1 $ 215.1
2009:
Banc of America Merchant Services, LLC ("BAMS") June $ 3,444.2 $ —
ICICI Merchant Services December 68.7 68.7
Nine other acquisitions and merchant portfolio acquisitions 24.1 24.1
$ 3,537.0 $ 92.8
(a) Includes businesses and assets consolidated by the Company upon acquisition. For information related to equity method
investments refer to Note 18 of these Consolidated Financial Statements.
(b) Does not consider cash acquired or debt assumed. Does not reflect cash paid or received in years subsequent to initial
acquisition.
(c) See discussion of redemption in the 2009 Acquisition section below.
2011 Disposition
In November 2011, the Company contributed the assets of its transportation business to an alliance in exchange for a 30%
noncontrolling interest in that alliance, as discussed in further detail in Note 18 of these Consolidated Financial Statements, and
accordingly, the transportation business was deconsolidated.
2010 Disposition
During 2010, the Company received a contingent payment in connection with the November 2009 sale of a merchant acquiring
business.
2009 Acquisitions
On June 26, 2009, Bank of America N.A. ("BofA") and the Company, together with Rockmount, an investment vehicle
controlled by a third-party investor, formed a new company, BAMS. BAMS provides clients with a comprehensive suite of acquiring
and processing payment products for credit and debit cards as well as merchant loyalty, prepaid, check and e-commerce solutions.
At the time of the formation, the Company owned a 48.45% direct voting interest in BAMS and BofA owned a 46.55% direct
voting interest. The remaining stake in BAMS was a 5% non-voting interest held by Rockmount. The Company owned a 40%
noncontrolling interest in Rockmount. In May 2010, the third party owning a controlling interest in Rockmount exercised a put right
on Rockmount's beneficial interest in BAMS requiring net cash payments from FDC of $213 million. The redemption amount was
based on Rockmount's capital account balance in BAMS immediately prior to the redemption with an additional adjustment paid by
the Company and Bank of America N.A. based on the level of BAMS revenues for the trailing 12 month period ended March 31,
2010. After redemption by Rockmount, the Company owns 51% of BAMS and Bank of America N.A. owns 49%. The Company's
51% direct voting interest in BAMS, together with its control of the management committee, which governs BAMS, provides the
Company with a controlling financial interest in BAMS under the applicable accounting standards and rules and thus BAMS is
consolidated by the Company and reported in its Retail and Alliance Services segment. BofA's 49% interest in BAMS is presented as
a noncontrolling interest component of total equity.
BofA's and the Company's contributions to the newly formed company were principally comprised of merchant acquiring
contract rights and relationships and sales forces. The Company's contribution was most significantly comprised of assets received
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