Purchase price, net of estimated working capital adjustments

COSTAR GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS5.    ACQUISITIONS   
BureauxLocaux  
On October 1, 2021, CoStar UK Limited, a wholly owned subsidiary of the Company, M.A.J.E. Marketing & Strategie and an individual entered into a Share Sale and Purchase Agreement pursuant to which the Company acquired all of the share capital interests in Comreal Info, a French société par actions simplifiée, the owner and operator of BureauxLocaux, a leading commercial real estate digital marketplace in France, for a base purchase price of €35 million ($41 million) in cash, subject to customary working capital and other post-closing adjustments which were settled in the fourth quarter of 2021. As part of the acquisition, the Company recorded goodwill and intangibles assets of $27 million and $18 million, respectively, in the Company's International operating segment. The net assets of BureauxLocaux were recorded at their estimated fair value. The purchase price allocation is preliminary, subject primarily to the Company's assessment of certain tax matters and contingencies.  
Homes.com  
On April 14, 2021, Landmark Media Enterprises, LLC (“Landmark”), Homes Group, LLC and CoStar Realty Information, Inc., a Delaware corporation and wholly owned subsidiary of the Company entered into a securities purchase agreement, pursuant to which the Company agreed to acquire all of the outstanding equity interests in Homes.com from Landmark for a purchase price of $150 million in cash, subject to customary working capital and other post-closing adjustments. The Company's acquisition of Homes.com closed on May 24, 2021. The securities purchase agreement required an initial payment of $148 million, net of estimated working capital adjustments, at the time of closing, with the remainder of the purchase price payable four months following the acquisition date, subject to offset for adjustments to the purchase price after final determination of closing net working capital. These amounts were settled in the third quarter of 2021 resulting in total consideration of $152 million. Homes.com is a residential real estate advertising and marketing services company primarily operating through its property listing and marketing portal, Homes.com.  
The following table summarizes the amounts recorded for acquired assets and assumed liabilities recorded at their fair values as of the acquisition date (in thousands):

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Preliminary: May 24, 2021 |  | Measurement Period Adjustments |  | Updated Preliminary: May 24, 2021 |
| Cash, cash equivalents and restricted cash | $ | —  |  |  | $ | —  |  |  | $ | —  |  |
| Accounts receivable | 1,798  |  |  | —  |  |  | 1,798  |  |
| Lease right-of-use assets | 371  |  |  | —  |  |  | 371  |  |
| Goodwill | 88,132  |  |  | 342  |  |  | 88,474  |  |
| Intangible assets | 53,400  |  |  | —  |  |  | 53,400  |  |
| Deferred tax assets | 11,171  |  |  | 93  |  |  | 11,264  |  |
| Lease liabilities | (371) |  |  | —  |  |  | (371) |  |
| Deferred revenue | (1,086) |  |  | (435) |  |  | (1,521) |  |
| Other assets and liabilities | (1,240) |  |  | —  |  |  | (1,240) |  |
| Fair value of identifiable net assets acquired | $ | 152,175  |  |  | $ | —  |  |  | $ | 152,175  |  |

  
The net assets of Homes.com were recorded at their estimated fair values. In valuing the acquired assets and assumed liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations and appropriate discount rates. The purchase price allocation is preliminary, subject primarily to the Company's assessment of certain tax matters and contingencies. The estimated fair value of the customer base assets incorporated significant assumptions that had a material impact on the estimated fair value, such as discount rates, projected revenue growth rates, customer attrition rates and profit margins.The following table summarizes the fair values of the identifiable intangible assets acquired in the Homes.com acquisition included in the Company's North America operating segment, their related estimated useful lives (in years) and their respective amortization methods (in thousands):F-22
