How was the AutoClerk acquisition accounted for by Bw Premier Collection's parent company?
Bw_Premier_Collection Franchise · 2025 FDDAnswer from 2025 FDD Document
rs ended November 30, 2024 and 2023.
AutoClerk
On July 31, 2019, the Company entered into and closed a definitive Share Sale and Purchase Agreement with the shareholders of AutoClerk, Inc. ("AC"), to purchase 100% of the outstanding shares of AC. The AC acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations.
The total purchase price was allocated based upon: (i) the amounts reported in the AC historical financial statements for any assets that were reported at fair value in accordance with AC's historical accounting policies, and (ii) management's estimates of fair value. The Company determined estimated fair value for other intangible assets with the assistance of valuations performed by third-party specialists. Other intangible assets of developed technology and acquired customers were valued at $1.9 million and $1.5 million, respectively. To the extent the consideration exceeded the fair value of the net assets acquired in th
Source: Item 23 — Receipts (FDD pages 54–203)
What This Means (2025 FDD)
According to the 2025 FDD, the parent company of Bw Premier Collection, Best Western International, Inc., acquired AutoClerk, Inc. on July 31, 2019. The acquisition was structured as a purchase of 100% of AutoClerk's outstanding shares through a definitive Share Sale and Purchase Agreement with AutoClerk's shareholders.
The FDD states that the AutoClerk acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations. The total purchase price was allocated based on (i) the amounts reported in AutoClerk's historical financial statements for assets reported at fair value according to AutoClerk's historical accounting policies, and (ii) management's estimates of fair value.
To determine the fair value of intangible assets, Best Western International, Inc. used third-party specialists. The other intangible assets of developed technology and acquired customers were valued at $1.9 million and $1.5 million, respectively. Any excess of the purchase price over the fair value of the net assets acquired was assigned to goodwill.