Business Combinations and Divestitures | Business Combinations and Divestitures AlTi Global Business Combination On January 3, 2023, the Company entered into the Business Combination described in Note 1 (Description of the Business). The primary purpose of the Business Combination was to combine established high-growth companies that can benefit from access to capital and public markets and continue value-creation by management. The Business Combination is a forward merger and is accounted for using the acquisition method of accounting. The Company is the accounting acquirer and Umbrella, including the Target Companies, is the accounting acquiree. The Company has been determined to be the accounting acquirer because Umbrella meets the definition of a VIE, and the Company is the primary beneficiary of Umbrella. ASC 805 requires the primary beneficiary of a VIE to be identified as the accounting acquirer. The Company is the primary beneficiary because it controls all activities of Umbrella, and the non-managing members of Umbrella do not have substantive kick-out or participating rights. The Business Combination met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from the Target Companies, affected for adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the date of acquisition. The Company has allocated the purchase price to the tangible and identifiable intangible assets based on their estimated fair market values at the acquisition date as required under ASC 805. The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets was recorded as goodwill and is deductible for tax purposes. The Business Combination resulted in the Company acquiring 51% of the equity interests of Umbrella which holds 100% of the equity interests of Alvarium, TWMH, and TIG. The remainder of Umbrella is held by the historical equity holders of TWMH and TIG through their ownership of Class B Units, which are presented as non-controlling interest on the Company’s Consolidated Statement of Financial Position. As a result of the Business Combination, Umbrella, which represents substantially all of the economic activity of the Company, became a subsidiary of the Company. Since the Company is the sole managing member of Umbrella following the Business Combination, the Class B Units held by the former equity holders of TWMH and TIG are classified as non-controlling interests in the Company’s financial statements. An allocation of net income or loss representing the percentage of ownership of Umbrella not controlled by the Company will be attributed to the non-controlling interests in the Company’s Consolidated Statement of Operations. Each Class B Unit of Umbrella is paired with a share of Class B Common Stock (collectively, the “Paired Interests”). Pursuant to the Umbrella LLC Agreement, a Paired Interest is exchangeable at any time after the lock-up period for a share of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Paired Interests pursuant to the Umbrella LLC Agreement, the shares of Class B Common Stock included in the Paired Interests will automatically be canceled and the Class B Common Units included in the Paired Interests shall be automatically transferred to the Company and converted into and become an equal number of Class A Common Units in Umbrella. Alternatively, if approved by the disinterested members of the board of directors of the Company, such Class B Common Stock can be settled in cash funded from the proceeds of a private sale or a public offering of Class A Common Stock. The Sponsor, in connection with the Business Combination, purchased 8,625,000 shares of Class B Common Stock (the “Founder Shares”) for $25,000 (approximately $0.03 per share). These shares had no value until the Business Combination completed. At this point, the Founder Shares automatically converted into Class A Common Stock. This conversion was solely contingent upon the completion of the Business Combination and did not include any future service requirements. As such, this cost of 8,625,000 shares at $10.33 per share for $89.1 million will be presented “on the line” and is not reflected in either predecessor or successor financial statement periods. “On the line” describes those expenses triggered by the consummation of a business combination that are not recognized in the Consolidated Statement of Operations as they are not directly attributable to either period but instead were contingent on the Business Combination. As part of the Business Combination, the Company incurred $17.8 million of acquisition-related costs during the year ended December 31, 2023 which are included predominantly in the “Professional fees” line in the Consolidated Statements of Operations. The Predecessor incurred $1.0 million of acquisition-related costs during the year ended December 31, 2022. In addition, the Company incurred $4.6 million of debt issuance costs related to debt issued to finance the Business Combination. Of the total debt issuance costs, $1.8 million is related to the Term Loan and drawn amount of the Revolver and is recorded as an offset to the “Debt, net of unamortized deferred financing cost” line item of the Consolidated Statement of Financial Position. $2.8 million of the debt issuance costs related to the undrawn amount of the Revolver were recorded in the “Other assets” line item of the Consolidated Statements of Financial Position. The Business Combination was accounted for using the acquisition method of accounting, and the fair value of the total purchase consideration transferred was $1,071.1 million. Included in total purchase consideration is contingent consideration of $85.1 million, which is payable to the selling shareholders upon achievement of certain volume-weighted average price targets for the shares of Class A Common Stock or upon a change of control of the Company occurring between the Closing Date and the fifth anniversary of the Closing Date. The contingent consideration was measured at fair value at the acquisition date and recorded as a liability in the “Earn-out liability” line of the Consolidated Statement of Financial Position. See Note 2 (Summary of Significant Accounting Policies) for additional information. (Dollars in Thousands) Amount Cash consideration $ 99,999 Equity consideration: Class A $ 294,159 Class B $ 573,205 Warrants $ 4,896 Earn-out consideration $ 85,097 Tax Receivable Agreement $ 13,000 Payment of assumed liabilities $ 760 Total purchase consideration transferred $ 1,071,116 The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Business Combination (in thousands): (Dollars in Thousands) Business Cash and cash equivalents $ 24,023 Management/advisory fees receivable 42,381 Investments at fair value 148,674 Equity method investments 42,185 Property, plant and equipment 3,996 Intangible assets 520,161 Goodwill 530,546 Operating lease right-of-use assets 28,487 Other assets 47,251 Total Assets Acquired $ 1,387,704 Accounts payable and accrued expenses 72,022 Accrued compensation and profit sharing 25,051 Accrued member distributions payable 12,803 Delayed share purchase agreement 1,818 Earn-in consideration payable 1,519 Operating lease liabilities 29,047 Debt 124,533 Deferred tax liability, net 34,640 Other liabilities 15,149 Total Liabilities Assumed $ 316,582 Total Assets Acquired and Liabilities Assumed 1,071,122 Non-controlling interest in subsidiaries (6) $ 1,071,116 For the year ended December 31, 2023, cash and cash equivalents at the beginning of the period of $194.1 million included the proceeds from the PIPE Investors related to the private placement issuances, remaining cash held in the trust account, and the beginning balance sheet cash from each of Alvarium, TIG, and TWMH. During the year ended December 31, 2023, the Company made certain measurement period adjustments to the purchase price allocation, which resulted in an increase to goodwill of $5.8 million. The increase in goodwill was due to a $21.6 million decrease in the fair value of acquired intangible assets and a $5.5 million decrease in the fair value of acquired equity method investments, offset by a $0.8 million decrease to non-controlling interest in subsidiaries and a $20.5 million increase in other net assets acquired, specifically a $15.6 million decrease in deferred tax liabilities, $3.8 million decrease in Accounts payable and accrued expenses, a $0.7 million increase in Management/advisory fees receivable, a $0.3 million decrease in Other liabilities, and a $0.1 million increase in Other assets, that arose from the measurement period adjustments. Additionally, the Company made certain measurement period adjustments to the opening equity balance as a result of the Business Combination, which resulted in a decrease to opening additional paid-in capital of $1.3 million as of January 1, 2023. The measurement period adjustments were a result of the change in net assets described earlier. The fair values of assets acquired and liabilities assumed have been finalized. The measurement period adjustment resulted in a $2.6 million impact to Depreciation and amortization in the Condensed Consolidated Statement of Operations for the year ended December 31, 2023. Fair Value of Net Assets Acquired and Intangibles With the exception of operating right-of-use assets and operating lease liabilities accounted for under Topic 842, in accordance with Accounting Standards Codification, or ASC 805, the assets and liabilities were recorded at their respective fair values as of January 1, 2023. The Company developed the fair value of intangible assets, which include trade names, customer relationships, investment management agreements, developed technology and backlog, using various techniques including discounted cash flow, relief from royalty, multi-period excess earnings, and a Monte Carlo simulation approach. The Company developed the fair value of equity method investments using various techniques including discounted cash flow and a guideline public company approach. The investments at fair value and earn-in consideration are carried at fair value and no adjustment was made. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the Business Combination, which does not qualify as a separately recognized intangible asset. Goodwill is allocated between the two reporting segments: Wealth Management and Strategic Alternatives. The goodwill allocation between our wealth management and strategic alternatives is $298.1 million and $232.4 million, respectively. Below is a summary of the intangible assets acquired in the Business Combination (in thousands): (Dollars in Thousands) Acquisition Date Estimated Life Trade Names $ 14,695 9.9 Customer Relationships 163,392 27.1 Investment Management Agreements (definite life) 94,575 18.4 Investment Management Agreements (indefinite life) 245,900 Indefinite Developed Technology 1,000 5.0 Backlog 599 0.5 Total Intangible Assets $ 520,161 The intangible assets acquired and subject to amortization have a weighted average useful life of 23.0 years. Acquisition of AL Wealth Partners Pte. Ltd. On April 6, 2023, (the “ALWP Acquisition Date”), the Company acquired all of the issued and outstanding ownership and membership interests of AL Wealth Partners Pte. Ltd. (“AL Wealth Partners”) pursuant to the terms of the share purchase agreement between the Company and AL Wealth Partners (the “ALWP Acquisition”). The primary purpose of the ALWP Acquisition is to acquire AL Wealth Partners’ extensive business within Southeast Asia to further expand the Company’s global operations. The ALWP Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from AL Wealth Partners, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the ALWP Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the ALWP Acquisition Date as required under ASC 805. The ALWP Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $15.5 million, with the total amount paid in cash. The Company will make second and third payments to the sellers of AL Wealth Partners on the third and fifth anniversary of the ALWP Acquisition Date, respectively. Management has determined that these payments will be treated as future compensation expense in the Company’s Consolidated Statement of Operations. There is no contingent consideration as part of the ALWP Acquisition. The Company incurred $0.4 million of direct acquisition-related expenses, which are recognized in the Professional fees line item of the Consolidated Statement of Operations. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the ALWP Acquisition: (Dollars in Thousands) ALWP Acquisition Date Fair Value Cash and cash equivalents $ 1,092 Management/advisory fees receivable 1,952 Property, plant and equipment 644 Intangible assets 12,300 Goodwill 3,826 Operating lease right-of-use assets 1,048 Other assets 474 Total Assets Acquired 21,336 Accounts payable and accrued expenses 358 Operating lease liabilities 1,048 Other liabilities 4,400 Total Liabilities Assumed $ 5,806 Total Assets Acquired and Liabilities Assumed $ 15,530 The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the ALWP Acquisition Date. As of December 31, 2023, the Company corrected errors in its preliminary purchase price allocation, recording a $2.8 million increase to Goodwill, as a result of certain payments owed to sellers at the ALWP Acquisition Date, which were made during the period ended December 31, 2023. The Company considered the qualitative and quantitative impacts and determined that the change was not material to the Company’s previously issued interim consolidated financial statements. The fair value of assets acquired and liabilities assumed is expected to be finalized during the measurement period, which ends no later than April 6, 2024. Management does not expect any further material changes to the values of the assets acquired and liabilities assumed during the measurement period. Fair Value of Net Assets Acquired and Intangibles Goodwill is comprised of expected synergies for the combined operations, including employees and customer relationships acquired in a business combination. The total amount of goodwill arising in the transaction was allocated to the Company’s Wealth Management segment. The components of goodwill do not qualify as a separately recognized intangible asset. The Company will test for impairment annually to determine changes in goodwill at the Wealth Management reporting unit. The Company will also test goodwill for impairment in other periods if an event occurs or circumstances change such that it is more-likely-than-not to reduce the fair value of the reporting unit below its carrying amount. Below is a summary of the intangible assets acquired in the ALWP Acquisition: (Dollars in Thousands) ALWP Acquisition Date Fair Value Estimated Life (Years) Customer Relationships $ 12,300 10 Total Intangible Assets $ 12,300 The fair value for customer relationships was determined using the multi-period excess earnings method. The intangible assets are subject to amortization over a useful life of 10 years. The results of operations for the ALWP Acquisition have been included in the Company’s Consolidated Financial Statements from the date of ALWP Acquisition. The ALWP Acquisition did not have a material impact on the Company’s Consolidated Financial Statements, and, therefore, historical and pro forma disclosures have not been presented. Acquisition of AlTi Wealth Management (Switzerland) SA On August 2, 2023, (the “AWMS Acquisition Date”), the Company acquired the remaining 70% of the issued and outstanding ownership and membership interests of AlTi Wealth Management (Switzerland) SA (“AWMS”), increasing its interest from 30% to 100% (the “AWMS Acquisition”). The AWMS Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from AWMS, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the AWMS Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the AWMS Acquisition Date as required under ASC 805. The AWMS Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $16.8 million. The total purchase consideration transferred consists of cash consideration, equity consideration, deferred cash consideration, earn-out consideration, and the payment of assumed liabilities. The total purchase consideration consists of the following amounts: (Dollars in Thousands) AWMS Amount Initial Cash consideration $ 5,711 Equity consideration 1,459 Deferred cash consideration 6,695 Earn-out consideration 2,721 Payment of assumed liabilities 168 Total purchase consideration transferred $ 16,754 The deferred cash consideration is payable no later than September 30, 2024 and the earn-out consideration is payable no later than December 31, 2024. At the AWMS Acquisition Date, as required by ASC 805, the Company’s existing 30% equity interest in AWMS, which was previously recognized as an equity method investment, was revalued to reflect the fair value at this date. The fair value of this existing equity method investment was $7.4 million, which was calculated as 30% of the fair value of AWMS total equity value (determined using the discounted cash flow method of the income approach, less debt), excluding the impact of any synergies or control premium that would be realized by a controlling interest. This change in fair value resulted in a gain of $1.9 million, which is recognized in the Gain (loss) on investments line of the Consolidated Statement of Operations. The Company incurred $0.01 million of direct acquisition-related expenses, which are recognized in the Professional fees line item of the Consolidated Statement of Operations. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the AWMS business combination: (Dollars in Thousands) AWMS Acquisition Date Fair Value Cash and cash equivalents $ 1,401 Management/advisory fees receivable 1,057 Equity Method investments 57 Intangible assets 9,679 Goodwill 15,146 Operating lease right-of-use assets 298 Other assets 323 Total Assets Acquired 27,961 Accounts payable and accrued expenses 784 Operating lease liabilities 298 Other liabilities 2,944 Total Liabilities Assumed $ 4,026 Total Assets Acquired and Liabilities Assumed $ 23,935 The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the AWMS Acquisition Date. As of December 31, 2023, the Company corrected errors in its preliminary purchase price allocation, recording a $0.8 million increase to Goodwill, as a result of certain payments owed to sellers at the AWMS Acquisition Date, which were made during the period ended December 31, 2023 and in February 2024. The Company considered the qualitative and quantitative impacts and determined that the change was not material to the Company’s previously issued interim consolidated financial statements. The fair value of assets acquired and liabilities assumed is expected to be finalized during the measurement period, which ends no later than August 2, 2024. Management does not expect any material changes to the values of the assets acquired and liabilities assumed during the measurement period. Fair Value of Net Assets Acquired and Intangibles Goodwill is comprised of expected synergies for the combined operations, including employees and customer relationships acquired in a business combination. The total amount of goodwill arising in the transaction was allocated to the Company’s Wealth Management segment. The components of goodwill do not qualify as a separately recognized intangible asset. The Company will test for impairment annually to determine changes in goodwill at the Wealth Management reporting unit. The Company will also test goodwill for impairment in other periods if an event occurs or circumstances change that may indicate impairment. Below is a summary of the intangible assets acquired in the AWMS business combination: (Dollars in Thousands) AWMS Acquisition Date Fair Value Estimated Life (Years) Customer Relationships $ 9,679 14 Total Intangible Assets $ 9,679 The fair value for customer relationships was determined using the multi-period excess earnings method. The intangible assets are subject to amortization over a useful life of 14 years. The results of operations for the AWMS Acquisition have been included in the Company’s Consolidated Financial Statements from the AWMS Acquisition Date. Prior to the AWMS Acquisition Date, the results of AWMS were included as a 30% held equity method investment. Pro Forma Financial Information The following selected unaudited pro forma financial information is a summary of our combined results with ALWP and AWMS, giving effect to the acquisitions as if they had occurred on January 1, 2023. The unaudited pro forma financial information presented below is for informational purposes only and is not necessarily indicative of the results that would have been achieved if the ALWP and AWMS acquisitions had taken place on January 1, 2023, nor is it indicative of future results. (Dollars in Thousands) January 1, 2023 – December 31, Total Revenue $ 255,805 Net income (loss) $ (304,839) Deconsolidation of Alvarium Home REIT Advisors Ltd On June 30, 2023, the Company entered into a series of agreements that resulted in the deconsolidation of AHRA from the Strategic Alternatives segment with immediate effect. The agreements removed ARE’s potential controlling voting rights in AHRA (previously ascertainable on the exercise of the option), and terminated other residual contractual relationships between AHRA and ARE. As a result, these agreements removed AlTi’s control of AHRA from an accounting perspective. AHRA’s results are included in the Company’s Consolidated Statement of Operations for the period from January 1, 2023 to June 30, 2023, and its accounts were removed from the Consolidated Statement of Financial Position as of June 30, 2023. The deconsolidation resulted in an intangible asset impairment charge of $29.4 million, which is recorded in Impairment loss on goodwill and intangible assets in the Consolidated Statement of Operations. Assets managed by AHRA, however, have been excluded from the Company’s AUM/AUA metrics since January 1, 2023. Assets Held for Sale On November 6, 2023, the Company entered into an agreement to sell FOS, which is part of the Company’s Wealth Management segment, for a cash consideration of approximately $20.1 million. The agreement to sell is subject to regulatory approval but is unconditional in all other regards. On March 6, 2024, the Company completed the sale of LRA, which is part of the Company’s Strategic Alternatives segment for fixed consideration of approximately $33.1 million and up to an estimated $5.1 million of contingent consideration based on the exchange rate of the balance sheet date, as applicable. The contingent consideration is preliminary and not final based on available information at the time of this filing. The proceeds from these disposals will principally be used to further execute on the Company’s strategic priorities. Neither of these disposals represents a strategic shift that will have a major impact on the Company’s operations. Consequently, neither, is classified as a discontinued operation. The carrying amounts of the major classes of assets and liabilities of FOS and LRA are presented as held for sale in the Consolidated Statement of Financial Position at December 31, 2023 is as follows: As of (in thousands) December 31, 2023 (Successor) Assets Cash and cash equivalents $ 2,897 Fees receivable, net 4,792 Intangible assets, net of accumulated amortization 46,658 Operating lease right-of-use assets 434 Deferred tax asset, net 41 Other assets 1,812 Total assets held for sale $ 56,634 Liabilities Accounts payable and accrued expenses $ (1,007) Operating lease liabilities (381) Deferred tax liability, net (10,852) Deferred income (781) Other liabilities (772) Total liabilities held for sale $ (13,792) |