The preliminary allocation of the purchase price is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
Total consideration (a)
|
|
|
$ |
1,951 |
|
Cash withheld to repay La Quinta Holdings Inc.’s estimated tax liability (b)
|
|
|
(240 |
) |
Cash withheld to pay employee-related liabilities |
|
|
(15 |
) |
Net cash consideration |
|
|
1,696 |
|
|
|
|
|
Cash escrowed from CorePoint (c)
|
$ |
985 |
|
|
|
Payment of La Quinta Holdings Inc.’s long‑term debt (c)
|
(985 |
) |
|
|
|
— |
|
|
— |
|
Cash utilized to repay La Quinta Holdings Inc.’s long‑term debt (d)
|
|
|
(715 |
) |
Net cash consideration (to shareholders of La Quinta Holdings Inc.) |
|
|
$ |
981 |
|
|
|
|
|
Total current assets (e)
|
|
|
$ |
68 |
|
Property and equipment |
|
|
19 |
|
Trademarks (f)
|
|
|
759 |
|
Franchise agreements (f)
|
|
|
228 |
|
Management contracts (f)
|
|
|
137 |
|
Other assets |
|
|
5 |
|
Total assets acquired |
|
|
$ |
1,216 |
|
|
|
|
|
Total current liabilities (e)
|
|
|
$ |
105 |
|
Deferred income taxes (g)
|
|
|
258 |
|
Long‑term debt repaid at acquisition (c)
|
|
|
715 |
|
Assumed tax liability (b)
|
|
|
240 |
|
Other liabilities |
|
|
11 |
|
Total liabilities assumed |
|
|
1,329 |
|
Net identifiable liabilities acquired |
|
|
(113 |
) |
Goodwill (h)
|
|
|
1,094 |
|
Total consideration transferred |
|
|
$ |
981 |
|
|
|
(a) |
Includes additional consideration of $1 million net debt adjustment paid to CorePoint during the third quarter of 2018.
|
|
|
(b) |
Reflects a portion of the purchase price which is expected to be paid in late 2018 or early 2019 to tax authorities and/or CorePoint. During the third quarter of 2018, the Company paid $35 million related to this liability. As such, the balance at September 30, 2018 was $205 million, which is reported within Accrued expenses and other current liabilities on the Condensed Consolidated and Combined Balance Sheet.
|
|
|
(c) |
As a result of a change in control provision within La Quinta’s long-term indebtedness, CorePoint deposited $985 million into an escrow account which was utilized to repay a portion of La Quinta Holdings Inc.’s existing indebtedness.
|
|
|
(d) |
Reflects the portion of La Quinta Holdings Inc.’s long-term debt that was required to be paid by the Company upon a change in control. |
|
|
(e) |
The fair values of total current assets and total current liabilities are estimated to approximate their current carrying values. |
|
|
(f) |
The identifiable intangible assets consist of trademarks with an indefinite life, franchise agreements which have a weighted average life of 25 years and management agreements which have a weighted average life of 15 years. The preliminary fair valuation was performed with the assistance of a third‑party valuation firm, which included the consideration of various valuation techniques that the Company deems appropriate for the measurement of fair value of the assets acquired and liabilities assumed. The final valuation is expected to be completed in late 2018 and may be different from the preliminary results which could result in a change to the fair value of the intangible assets acquired.
|
The preliminary valuations of the franchise agreements and management agreements are based on a discounted cash flow method utilizing forecasted cash flows from La Quinta’s existing franchise agreements and CorePoint franchise agreements and management agreements (the “CorePoint agreements”) that are estimated to be generated over the estimated terms of such contracts. The expected cash flows projections were based on the terms of the agreements, and adjusted for inflation and the costs and expenses required to generate the revenues under such agreements.
The significant assumptions that were utilized for La Quinta’s franchise agreements were: (i) forecasted gross room revenues, (ii) a franchise fee of 4.5%, tax affected, and (iii) a discount rate of 9.5%.
The significant assumptions that were utilized for the CorePoint agreements were: (i) forecasted gross room revenues, (ii) franchise and management fee rates of 5.0% each, which were tax affected, and (iii) a discount rate of 9.5% and 9.0% for CorePoint franchise and management agreements, respectively.
|
|
(g) |
The deferred tax liability primarily results from the fair value adjustments for the identifiable intangible assets. This estimate of deferred tax liabilities was determined based on the book and tax basis differences attributable to the identifiable intangible assets acquired at a combined federal and state effective tax rate. |
|
|
(h) |
The goodwill recognized in the La Quinta acquisition is not expected to be deductible for income tax purposes. |
|