On January 1, 2024, the Company acquired Putnam Investments (“Putnam”) from Great-West Lifeco Inc. (“Great-West”) for 31.61 million shares of its common stock, cash consideration paid at close of $221.7 million for investments and other purchase-related amounts, and deferred cash consideration of $100.0 million to be paid during the third quarter of fiscal year 2024. The cash consideration paid at close was funded from existing cash and we expect to fund the deferred cash consideration from existing cash and sources of liquidity. See below for a summary of the total purchase consideration transferred at closing:


(in millions)	Total
Equity consideration1, 2	$	940.1
Cash consideration	221.7
Deferred cash consideration	100.0
Less: Other adjustments3	(30.2)
Total Purchase Consideration	$	1,231.6

Great-West became a long-term shareholder of the Company with an approximate 6.0% stake in the common stock of the Company as of the acquisition date. Shares representing 4.9% of the Company’s outstanding Common Stock at closing are subject to a five-year lock-up, and the remaining shares are subject to a 180-day lock-up following the date of closing.

The acquisition of Putnam accelerates the Company’s growth in the retirement sector by increasing the amount of the Company’s defined contribution AUM and expanding insurance assets, further strengthening the Company’s presence in these key market segments to better serve clients.

The following table summarizes the estimated fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the acquisition date. The issuance of common stock consideration represents a non-cash financing activity related to the statement of cash flows.


(in millions)	Estimated Fair Value
as of January 1, 2024
Cash and cash equivalents	$	101.1
Receivables	118.9
Investments	111.2
Assets of consolidated investment products
Cash and cash equivalents	281.4
Investments, at fair value	849.5
Property and equipment	87.1
Goodwill	189.8
Indefinite-lived intangible assets	542.5
Definite-lived intangible asset	52.9
Operating lease right-of-use assets	109.2
Other assets	20.4
Compensation and benefits	(57.8)
Accounts payable and accrued expenses	(40.9)
Liabilities of consolidated investment products
Accounts payable and accrued expenses	(259.6)
Debt	(706.8)
Operating lease liabilities	(109.2)
Other liabilities	(12.1)
Redeemable noncontrolling interests	(20.2)
Nonredeemable noncontrolling interests	(25.8)
Total Identifiable Net Assets	$	1,231.6

The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the acquisition date. At this time, the Company does not expect material changes to the assets acquired or liabilities assumed.

The goodwill is primarily attributable to expected growth opportunities from the combined operations and is expected to be deductible for tax purposes. The definite-lived intangible asset relates to trade name, which is amortized over its estimated useful life of 10.0 years. Amortization expense related to the trade name was $1.3 million for the period ended March 31, 2024. The estimated remaining amortization expense is $5.3 million per year.

Transaction costs incurred in connection with the acquisition were $17.8 million for the six months ended March 31, 2024. These costs are primarily comprised of professional fees, recorded in general, administrative and other expenses. The Company also incurred $103.0 million of acquisition-related compensation and benefits expense during the period, primarily related to the acceleration of expense for historical Putnam compensation arrangements, retention bonuses and termination benefits.

In addition, the Company will pay up to $375.0 million between the third and seventh anniversaries of the closing date related to revenue growth targets from the strategic partnership with Great-West and its affiliates which will be recognized in operating income.

Operating revenues of the acquired business from January 1, 2024 through March 31, 2024 were approximately $210 million. Net Income is not available to be separately reported due to the ongoing integration of the combined businesses.