Business Combination

3 Months Ended

Mar. 31, 2025

Note 12. Business Combination

Acquisition of Pinon Midstream

On October 28, 2024, we acquired Pinon Midstream for $953 million in cash consideration. We funded this transaction using cash on hand.

Pinon Midstream’s assets include 43 miles of natural gas gathering and redelivery pipelines, five 3-stage compressor stations, 270 million cubic feet per day (“MMcf/d”) of hydrogen sulfide and carbon dioxide treating facilities and two high capacity acid gas injection wells.

The following table presents the preliminary fair value allocation of assets acquired and liabilities assumed in the acquisition at October 28, 2024 (the effective date of the acquisition). The allocation is provisional and subject to ongoing efforts to clarify the values assigned to tangible and identifiable intangible assets.

Purchase price for 100% interest in Pinon Midstream	$	953
Recognized amounts of identifiable assets acquired and liabilities assumed (1):
Cash and cash equivalents	$	4
Property, plant and equipment		410
Contract-based intangible asset		435
Total identifiable net assets	$	849
Goodwill	$	104

(1)

As part of this transaction, we acquired other assets and assumed liabilities that net to a negligible amount. Acquired other assets primarily included accounts receivable and ROU assets. Assumed liabilities primarily included accounts payable and operating lease liabilities. None of these amounts were considered individually significant.

On a historical pro forma basis, our revenues, costs and expenses, operating income, net income attributable to common unitholders and earnings per unit for the three months ended March 31, 2024 would not have differed materially from those we actually reported had the acquisition been completed on January 1, 2024 rather than October 28, 2024.