Acquisitions and Related Transactions

12 Months Ended

Dec. 31, 2022

Acquisitions and Dispositions [Abstract]

ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS:

Woodford Express Acquisition

On September 13, 2022, Energy Transfer completed the acquisition of 100% of the membership interests in Woodford Express, LLC, which owns a mid-continent gas gathering and processing system, for approximately $485 million plus working capital. The system, which is located in the heart of the SCOOP play, has 450 MMcf/d of cryogenic gas processing and treating capacity and over 200 miles of gathering lines, which are connected to Energy Transfer’s pipeline network. Woodford Express, LLC repaid aggregate principal of $292 million on its revolving credit facility and term loan on the closing date of the acquisition, which amount is included in the total consideration.

Energy Transfer Canada Sale

In August 2022, the Partnership completed the sale of its 51% interest in Energy Transfer Canada. The sale resulted in cash proceeds to Energy Transfer of $302 million.

Energy Transfer Canada’s assets and operations were included in the Partnership’s all other segment until August 2022. Energy Transfer Canada did not meet the criteria to be reflected as discontinued operations in the Partnership’s consolidated statement of operations. Based on the anticipated proceeds upon signing of the share purchase agreement in February 2022, during the three months ended March 31, 2022, the Partnership recorded a write-down on Energy Transfer Canada’s assets of $300 million, of which $164 million was allocated to noncontrolling interests and $136 million was reflected in net income attributable to partners. Upon the completion of the sale in August 2022, the Partnership recorded an $85 million loss on deconsolidation.

Spindletop Assets Purchase

In March 2022, the Partnership purchased the membership interests in Caliche Coastal Holdings, LLC (subsequently renamed Energy Transfer Spindletop LLC), which owns an underground storage facility near Mont Belvieu, Texas, for approximately $325 million.

Sunoco LP’s Acquisitions

On November 30, 2022, Sunoco LP completed the acquisition of Peerless Oil & Chemicals, Inc., an established terminal operator that distributes fuel products to over 100 locations within Puerto Rico and throughout the Caribbean, for $76 million, net of cash acquired.

On April 1, 2022, Sunoco LP completed the acquisition of a transmix processing and terminal facility in Huntington, Indiana for $252 million, net of cash acquired, of which $98 million was allocated to intangible assets, $20 million to goodwill, $73 million to property, plant and equipment and $76 million to working capital.

Enable Acquisition

On December 2, 2021, the Partnership completed the previously announced merger with Enable (the “Enable Acquisition”). Under the terms of the merger agreement, Enable’s common unitholders received 0.8595 of an Energy Transfer common unit in exchange for each Enable common unit. In addition, each outstanding Enable Series A preferred unit was exchanged for 0.0265 of an Energy Transfer Series G Preferred Unit. A total of 384,780 Series G Preferred Units were issued in connection with the Enable Acquisition. The total fair value of Energy Transfer common units and Series G Preferred Units issued was approximately $3.5 billion at the closing date. Energy Transfer also made a $10 million cash payment for Enable’s general partner and assumed $3.18 billion aggregate principal amount of Enable senior notes. In addition, Enable’s $800 million term loan and $35 million revolving credit facility were repaid and terminated in December 2021, immediately subsequent to the close of the Enable Acquisition.

The Enable Acquisition was recorded using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Determining the fair value of acquired assets requires management’s judgment and the utilization of an independent valuation specialist, if

applicable, and involves the use of significant estimates and assumptions. Acquired assets were valued based on a combination of the discounted cash flow, the guideline company and the reproduction and replacement methods.

The following table summarizes the allocation of the purchase price among the assets acquired and liabilities assumed:


	At December 2, 2021
Total current assets	$	593
Property, plant and equipment, net	7,076
Investments in unconsolidated affiliates	40

Other non-current assets	39
Intangible assets, net	440
Goodwill	138
Total assets	8,326

Total current liabilities	488
Long-term debt, less current maturities(1)	4,267
Other non-current liabilities	18
Total liabilities	4,773

Noncontrolling interests	34

Total consideration	3,519
Cash received	61
Total consideration, net of cash received	$	3,458

(1)Long-term debt at December 2, 2021 includes Enable senior notes with an aggregate principal amount of $3.18 billion in senior notes and a fair value of $3.43 billion. It also includes $800 million outstanding on the Enable 2019 Term Loan Agreement and $35 million outstanding on the Enable Five-Year Revolving Credit Facility, both of which were repaid and terminated in December 2021, immediately subsequent to the close of the Enable Acquisition.