Item 2.01. Completion of Acquisition or Disposition of Assets
On November 25, 2015, Higher One, Inc., a subsidiary of Higher One Holdings,
Inc. ("Higher One"), completed its previously announced sale of substantially
all of the assets of Higher One's data analytics business, commonly referred to
as Campus Labs, to CL NewCo, Inc., ("NewCo"), an affiliate of Leeds Equity
Partners, pursuant to the terms of the October 14, 2015 Asset Purchase Agreement
between Higher One and NewCo. Pursuant to the terms of the Asset Purchase
Agreement, the parties agreed upon a purchase price of $91.0 million, subject to
adjustment to reflect changes in certain working capital items prior to the
closing. At the closing, the purchase price was reduced by $4.0 million to
reflect estimated closing date net working capital.
At the time of closing, (1) Higher One received total cash consideration of
approximately $55.2 million, (2) NewCo paid $30 million on Higher One's behalf
to reduce the amount outstanding under Higher One's credit facility, and (3)
NewCo placed $1.9 million into an escrow account for potential indemnification
claims and a future working capital adjustment.
Item 9.01. Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial statements
are attached as Exhibit 99.1 and are incorporated herein by reference.
? Unaudited pro forma condensed consolidated statements of operations for the
nine months ended September 30, 2015 and the years ended December 31, 2014,
2013 and 2012.
? Unaudited pro forma condensed consolidated balance sheet as of September 30,
? Notes to the unaudited pro forma condensed consolidated financial statements.
99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements
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