Business Combinations

12 Months Ended

Dec. 31, 2019

Note 12. Business Combinations

Acquisition of Delaware Processing

In March 2018, we acquired the remaining 50% member interest in our former Delaware Processing joint venture for $151 million in cash, net of $3.9 million of cash held by the venture. As a result, Delaware Processing became a wholly-owned consolidated subsidiary of ours. Delaware Processing owns a cryogenic natural gas processing facility having a capacity of 150 million cubic feet per day (“MMcf/d”). The facility, which is located in Reeves County, Texas and entered service in August 2016, serves producers in the Delaware Basin in West Texas and southern New Mexico.

The following table presents the final fair value allocation of assets acquired and liabilities assumed in the Delaware Processing acquisition.

Purchase price for remaining 50% equity interest in Delaware Processing	$	154.5
Fair value of our 50% equity interest in Delaware Processing held before the acquisition		146.4
Total	$	300.9
Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets acquired in business combination:
Current assets, including cash of $3.9 million	$	10.8
Property, plant and equipment		200.0
Contract-based intangible assets		82.6
Customer relationship intangible assets		9.9
Total assets acquired	$	303.3
Liabilities assumed in business combination:
Current liabilities	$	(1.8	)
Long-term liabilities		(0.6	)
Total liabilities assumed	$	(2.4	)
Total identifiable net assets	$	300.9
Goodwill	$	–

Prior to this acquisition, we accounted for our investment using the equity method. On a historical pro forma basis, our consolidated revenues, costs and expenses, operating income, net income attributable to Enterprise Products Partners L.P. and earnings per unit amounts for the years ended December 31, 2018 and 2017 would not have differed materially from those we reported had the acquisition been completed on January 1, 2017 rather than March 29, 2018.

At March 29, 2018, our 50% equity investment in Delaware Processing was recorded at $107.0 million. Upon acquisition of the remaining 50% member interest, our existing equity investment was remeasured to fair value resulting in the recognition of a non-cash $39.4 million gain, which is presented within “Other income (expense)” on our Consolidated Statement of Operations for the year ended December 31, 2018.

The results for this business are reported under the NGL Pipelines & Services business segment.

Acquisition of Azure Midstream

In April 2017, we acquired a midstream energy business from Azure Midstream Partners, LP and its operating subsidiaries (collectively, “Azure”) for $191.4 million in cash. The acquired business consists of approximately 750 miles of natural gas gathering pipelines and two natural gas processing facilities located in East Texas. These assets serve producers working in the Haynesville Shale and Bossier, Cotton Valley and Travis Peak formations.

The financial results of the acquired business are reflected in our consolidated results from April 30, 2017, which was the effective date of the Azure acquisition. On a historical pro forma basis, our consolidated revenues, costs and expenses, operating income, net income attributable to Enterprise Products Partners L.P., and earnings per unit amounts for the year ended December 31, 2017 would not have differed materially from those we reported had the acquisition been completed on January 1, 2017 rather than April 30, 2017.

The following table presents the final fair value allocation of assets acquired and liabilities assumed in the Azure acquisition.

Assets acquired in business combination:
Current assets	$	3.1
Property, plant and equipment		193.1
Total assets acquired		196.2
Liabilities assumed in business combination:
Current liabilities		(1.4	)
Long-term liabilities		(3.4	)
Total liabilities assumed		(4.8	)
Total identifiable net assets	$	191.4

The contribution of this acquired business to our consolidated revenues and net income was not material for the year ended December 31, 2017.