In-process Research & Development

  


|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Company | Acquisition Date | Primary Segment | Description  |
| Bridge2 Solutions | February 21, 2020 | Exchanges | Bridge2 Solutions is a leading provider of loyalty solutions for merchants and consumers. Bridge2 Solutions enables some of the world’s leading brands to engage customers and drive loyalty. It powers incentive and employee perk programs for companies across a wide spectrum of industries. As of October 31, 2021, following the Bakkt transaction discussed below, we no longer consolidate Bridge2 Solutions.  |
| Simplifile, LC, or Simplifile | June 12, 2019 | Mortgage Technology | Simplifile offers an array of mortgage services, primarily serving as an electronic liaison between lenders, settlement agents and county recording offices, streamlining the local recording of residential mortgage transactions and is now part of ICE Mortgage Technology. See below for the Simplifile purchase price allocation. |

During 2021 and 2019, we acquired multiple companies which were not material to our operations.Ellie Mae AcquisitionOn September 4, 2020, we acquired Ellie Mae for aggregate consideration of $11.4 billion from private equity firm Thoma Bravo. The purchase price consisted of $9.5 billion in cash, as adjusted for $335 million of cash and cash equivalents held by Ellie Mae on the date of acquisition, and approximately $1.9 billion, or approximately 18.4 million shares of our common stock, based on our stock price on the acquisition date. ICE funded the cash portion of the purchase price with net proceeds from our offering of new senior notes in August 2020, together with the issuance of commercial paper and borrowings under a new senior unsecured term loan facility (Note 10). We have evaluated the impact of this acquisition and related disclosures under ASC 805- Business Combinations.The purchase price has been allocated to the net tangible and identifiable intangible assets and liabilities based on the respective estimated fair values on the date of acquisition, as determined with the assistance of a third-party valuation specialist. The excess of purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill. Goodwill represents potential revenue synergies related to new product development, various expense synergies and opportunities to enter new markets. The purchase price allocation is as follows (in millions):

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  Purchase Price Allocation |
| Cash and cash equivalents | $ | 335  |  |
| Property and equipment | 125  |  |
| Goodwill | 7,731  |  |
| Identifiable intangibles | 4,442  |  |
| Other assets and liabilities, net | 48  |  |
| Deferred tax liabilities on identifiable intangibles | (1,253) |  |
| Total purchase price allocation | $ | 11,428  |  |

  
In performing the purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Ellie Mae business.The following table sets forth the components of the intangible assets associated with the acquisition as of December 31, 2021 (in millions, except years):

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Acquisition-Date Fair Value |  | Accumulated Amortization |  | Net Book Value |  | Useful Life (Years) |
| Customer relationships | $ | 3,136  |  |  | $ | (215) |  |  | $ | 2,921  |  |  | 10 to 20 |
| Backlog | 300  |  |  | (79) |  |  | 221  |  |  | 5  |
| Trademark/Tradenames | 200  |  |  | (14) |  |  | 186  |  |  | 5 to 20 |
|  Developed Technology | 739  |  |  | (147) |  |  | 592  |  |  | 7 |
|  In-process Research & Development | 67  |  |  | —  |  |  | 67  |  |  | N/A |
| Total  | $ | 4,442  |  |  | $ | (455) |  |  | $ | 3,987  |  |  |  |

  
103
