S Global Inc. - 10-Q filing on 2011-10-21

Acquisitions and Divestitures

9 Months Ended

Sep. 30, 2011

Acquisitions and Divestitures [Abstract]

2.		Acquisitions and Divestitures

		Acquisitions

		During the nine months ended September 30, 2011, we completed acquisitions aggregating approximately $199 million. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings, and primarily included the following:

	•		In July, we acquired the issued and outstanding shares of Steel Business Briefing Group (the “SBB Group”), a privately held U.K. company and leading provider of news, pricing and analytics to the global steel market. The SBB Group provides subscription-based, electronic products to the steel industry and its participants through two principal businesses, Steel Business Briefing and The Steel Index. The SBB Group is included within Platts, part of our I&M segment. In connection with the preliminary purchase price allocation, estimates of the fair values of long-lived and intangible assets have been determined utilizing currently available information and are subject to finalization.

	•		In March, we acquired the assets of Bookette Software Company (“Bookette”). Bookette engages in the development of software and algorithms that are used to score and report educational tests for schools, districts, and states and other various educational systems and entities worldwide. Bookette is included within McGraw-Hill Education’s California Testing Board’s assessment business.

	•		In January, we acquired all of the issued and outstanding membership interest units of Bentek Energy LLC (“Bentek”), which is included as part of our I&M segment. Bentek offers its customers a comprehensive portfolio of data, information and analytics products in the natural gas and liquids sector. The primary purpose of the acquisition was to acquire Bentek’s knowledge, skill and expertise in gathering high-quality detailed data and their ability to identify key relationships within the data critical to industry participants.

During the nine months ended September 30, 2010, we completed acquisitions aggregating approximately $325 million. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings, and primarily included the following:

	•		In September 2010, we acquired substantially all of the assets and certain liabilities of TheMarkets.com LLC, a company focused on providing real-time investment information to brokers and institutional investors. This acquisition is consistent with McGraw-Hill Financial’s focus on creating strategic value through providing access to investment research, data and analytics to customers that facilitates informed investment decisions.

	•		In August 2010, we acquired a 1.3% interest in Ambow Education Holding Ltd. (“Ambow”), an education company headquartered and publicly traded in China that provides e-learning technologies and education services. Our investment in Ambow is part of our effort to expand our presence into emerging markets by strategically partnering with local businesses. This investment is accounted for as an available-for-sale security.

	•		In April 2010, we made a $5.0 million contingent payment related to an acquisition in 2008, which is part of our McGraw-Hill Financial segment.

		Divestitures

		During the nine months ended September 30, 2011, we recorded a pre-tax gain of $13.2 million within other income in the Consolidated Statements of Income, which related to the sale of our interest in LinkedIn Corporation in their initial public offering. This investment was held within our I&M segment.

		On October 3, 2011 we announced a definitive agreement to sell the Broadcasting Group to The E.W. Scripps Company for approximately $212 million in cash. We expect this transaction will close following the receipt of regulatory approvals and completion of customary closing conditions. This agreement followed our previously announced plan to pursue the divestiture of our Broadcasting Group, which is part of our I&M segment.

		As a result of the definitive agreement, the results of operations for all periods presented have been reclassified to reflect the Broadcasting Group as a discontinued operation and the assets and liabilities of the business have been reclassified as held for sale. The key components of income (loss) from discontinued operations consist of the following for the periods ended September 30:


	Three Months					Nine Months
	2011			2010		2011			2010
Revenue	$	22.4		$	23.6	$	66.8		$	67.6
Costs and expenses		23.2			21.5		67.7			64.5

(Loss) income before taxes on income		(0.8	)		2.1		(0.9	)		3.1
Provision for taxes on income		0.3			1.4		0.8			2.2

(Loss) income from discontinued operations, net of tax	$	(1.1	)	$	0.7	$	(1.7	)	$	0.9

The components of assets and liabilities classified as discontinued operations and included in prepaid and other current assets and other current liabilities in the Consolidated Balance Sheets consist of the following:


	September 30,		December 31,		September 30,
	2011		2010		2010
Accounts receivable, net	$	18.5	$	17.8	$	16.3
Property and equipment, net		24.5		27.5		26.5
Other intangible assets, net		45.9		47.6		48.2
Other assets		11.8		10.2		12.4

Assets held for sale	$	100.7	$	103.1	$	103.4


Accounts payable and accrued expenses	$	6.2	$	9.4	$	5.9
Other liabilities		8.4		9.3		9.5

Liabilities held for sale	$	14.6	$	18.7	$	15.4

During the nine months ended September 30, 2010, we recorded a pre-tax gain of $11.1 million within other income in the Consolidated Statements of Income, which was primarily comprised of the following:

•

In September 2010, we sold certain equity interests which were a part of our S&P segment, and recognized a pre-tax gain of $7.3 million. The gain was primarily from the sale of an equity interest in an Indian commodity exchange that was made to comply with local regulations discouraging foreign-based entities from owning an interest in local Indian exchanges in excess of 5%.

•

In August 2010, we sold our Australian secondary education business and recognized a pre-tax gain of $3.8 million. The divestiture was part of McGraw-Hill Education’s strategic initiative to divest from slow growth or retracting markets.