| Schedule of Fair Value of the Assets Acquired and Liabilities Assumed |
The purchase consideration, inclusive of the Protected assets and liabilities, was allocated to the following assets and liabilities (in thousands): | | | | | | | Tangible assets acquired and liabilities assumed: | | | Cash and marketable securities | $ | 68,748 | | | Accounts receivable | 79,086 | | | Prepaid expenses | 7,807 | | | Income tax receivable | 4,566 | | | Property, plant & equipment, net | 1,551 | | | Other assets | 6,950 | | | Accounts payable | (9,798) | | | Deferred revenue | (60,768) | | | Accrued expenses and other current liabilities | (110,004) | | | Income tax payable | (2,091) | | | Notes payable | (172,038) | | | Deferred tax liabilities | (145,032) | | | Other liabilities | (8,474) | | | Total tangible assets acquired and liabilities assumed | (339,497) | | Trademarks - 10 years estimated useful life | 246,400 | | Customer relationships - 4 years estimated useful life | 119,700 | | Technology - 4 years estimated useful life | 196,000 | | | Goodwill | 827,696 | | | Net assets acquired | $ | 1,050,299 | | | | | Consideration: | | | Cash | $ | 440,155 | | | Equity | 411,453 | | | Total consideration attributable to System1 | 851,608 | | | Total consideration attributable to non-controlling interest | 198,691 | | | Total consideration | $ | 1,050,299 | |
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