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Acquisitions and Related Transactions
 12 Months Ended
Dec. 31, 2023
Acquisitions and Dispositions [Abstract]  
Acquisitions and Related Transactions ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS:
Crestwood Acquisition
On November 3, 2023, Energy Transfer acquired Crestwood, which owns gathering and processing assets located in the Williston, Delaware and Powder River basins. Under the terms of the merger agreement, holders of Crestwood common units received 2.07 Energy Transfer common units for each Crestwood common unit held by them (the “Common Unit Merger Consideration”). Additionally, each outstanding Crestwood preferred unit was, at the election of the holder of such Crestwood preferred unit, either, (i) converted into a Series I Preferred Unit, which is a new preferred unit of Energy Transfer that has substantially similar terms, including with respect to economics and structural protections, as the Crestwood preferred units; (ii) redeemed in exchange for $9.857484 in cash plus accrued and unpaid distributions to the date of such redemption; or (iii) converted into a Crestwood common unit at the then-applicable conversion ratio of one Crestwood common unit for ten Crestwood preferred units, and such Crestwood common units then received the Common Unit Merger Consideration.
In total, consideration issued in the transaction included approximately 216 million Energy Transfer common units, 41 million Series I Preferred Units and $300 million in cash. Concurrent with the closing of the Crestwood acquisition, the Partnership assumed $2.85 billion aggregate principal amount of Crestwood senior notes and terminated its revolving credit facility, which included the repayment of $613 million in outstanding borrowings.
The Crestwood 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 assumed allocation of the purchase price among the assets acquired and liabilities assumed:
At November 3, 2023
Total current assets$657 
Property, plant and equipment, net4,772 
Investments in unconsolidated affiliates95 
Lease right-of-use assets, net27 
Other non-current assets12 
Intangible assets, net1,139 
Goodwill1,455 
Total assets8,157 
Total current liabilities445 
Long-term debt, less current maturities3,461 
Other non-current liabilities322 
Total liabilities4,228 
Noncontrolling interests272 
Total consideration3,657 
Cash received12 
Total consideration, net of cash received$3,645 
Lotus Midstream Acquisition
On May 2, 2023, Energy Transfer acquired Lotus Midstream for total consideration of $1.50 billion, including working capital. Consideration included $930 million in cash and approximately 44.5 million newly issued Energy Transfer common units, which had an aggregate acquisition-date fair value of $574 million. Lotus Midstream owns and operates Centurion Pipeline Company LLC, an integrated crude midstream platform located in the Permian Basin.
The following table summarizes the allocation of the purchase price among the assets acquired and liabilities assumed:
At May 2, 2023
Total current assets$61 
Property, plant and equipment, net1,263 
Investments in unconsolidated affiliates138 
Lease right-of-use assets, net10 
Other non-current assets4 
Intangible assets, net75 
Total assets1,551 
Total current liabilities27 
Other non-current liabilities16 
Total liabilities43 
Total consideration1,508 
Cash received4 
Total consideration, net of cash received$1,504 
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 Midcontinent 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.
Enable Acquisition
On December 2, 2021, the Partnership completed the previously announced merger with Enable. 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, net7,076 
Investments in unconsolidated affiliates40 
Other non-current assets39 
Intangible assets, net440 
Goodwill138 
Total assets8,326 
Total current liabilities488 
Long-term debt, less current maturities4,267 
Other non-current liabilities18 
Total liabilities4,773 
Noncontrolling interests34 
Total consideration3,519 
Cash received61 
Total consideration, net of cash received$3,458