On July 15, 2024, Energy Transfer completed the acquisition of 100% of the membership interest in WTG Midstream. Consideration for the transaction was comprised of $2.28 billion in cash and approximately 50.8 million newly issued Energy Transfer common units, which had a fair value of approximately $833 million.

The acquired assets include approximately 6,000 miles of complementary gas gathering pipelines that extended Energy Transfer’s network in the Midland Basin. Also, as part of the transaction, the Partnership added eight gas processing plants with a total capacity of approximately 1.3 Bcf/d, and two additional processing plants that were under construction at closing. Since closing the transaction, one of these 200 MMcf/d processing plants was placed into service.

The WTG Midstream 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 a third-party 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.


	At July 15, 2024
Total current assets	$	334
Property, plant and equipment, net	3,109
Lease right-of-use assets, net	8

Intangible assets, net	20

Total assets	3,471

Total current liabilities	394

Non-current operating lease liabilities	5

Other non-current liabilities	20
Total liabilities	419

Total consideration	3,052
Cash received	45
Total consideration, net of cash received	$	3,007

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.


	At November 3, 2023
Total current assets	$	657
Property, plant and equipment, net	4,772
Investments in unconsolidated affiliates	95
Lease right-of-use assets, net	27
Other non-current assets	12
Intangible assets, net	1,139
Goodwill	1,455
Total assets	8,157

Total current liabilities	445
Long-term debt, less current maturities	3,461
Other non-current liabilities	322
Total liabilities	4,228

Noncontrolling interests	272

Total consideration	3,657
Cash received	12
Total consideration, net of cash received	$	3,645

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.


	At May 2, 2023
Total current assets	$	61
Property, plant and equipment, net	1,263
Investments in unconsolidated affiliates	138
Lease right-of-use assets, net	10
Other non-current assets	4
Intangible assets, net	75

Total assets	1,551

Total current liabilities	27

Other non-current liabilities	16
Total liabilities	43



Total consideration	1,508
Cash received	4
Total consideration, net of cash received	$	1,504

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’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.

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.

On May 3, 2024, Sunoco LP completed the acquisition of all of the common units of NuStar. Under the terms of the merger agreement, NuStar common unitholders received 0.400 Sunoco LP common units for each NuStar common unit. In connection with the acquisition, Sunoco LP issued approximately 51.5 million common units, which had a fair value of approximately $2.85 billion, assumed debt totaling approximately $3.5 billion, including approximately $56 million of lease related financing obligations, and assumed preferred units with a fair value of approximately $800 million. NuStar has approximately 9,500 miles of pipeline and 63 terminal and storage facilities that store and distribute crude oil, refined products, renewable fuels, ammonia and specialty liquids.

The NuStar 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 a third-party 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.


	At May 3, 2024
Total current assets	$	186
Property, plant and equipment, net	6,958
Lease right-of-use assets, net	136
Goodwill (1)	16
Intangible assets, net (2)	195
Other non-current assets	127
Total assets	7,618

Total current liabilities	245
Long-term debt, less current maturities (3)	3,500
Non-current operating lease liabilities	136
Deferred income taxes	4
Other non-current liabilities	82
Total liabilities	3,967

Preferred units (3)	801

Total consideration	2,850
Cash received	27
Total consideration, net of cash received	$	2,823

(2)Intangible assets, net comprised of $151 million of favorable contracts, with a remaining weighted average life of approximately 7 years, and $44 million of customer relationships, with a remaining weighted average life of approximately 15 years.

(3)Subsequent to the closing of the NuStar acquisition, Sunoco LP redeemed all outstanding NuStar preferred units totaling $784 million, redeemed NuStar’s subordinated notes totaling $403 million and repaid the outstanding balance on the NuStar credit facility totaling $455 million.

On March 13, 2024, Sunoco LP completed the acquisition of liquid fuels terminals in Amsterdam, Netherlands and Bantry Bay, Ireland from Zenith Energy for approximately €170 million ($185 million), including working capital. The acquisition is expected to supply optimization for Sunoco LP’s existing East Coast business and continues its focus on growing its portfolio of stable midstream income. The purchase price was allocated $6 million to other current assets, $204 million to property, plant and equipment, $36 million to other non-current assets and $6 million to deferred tax assets. In connection with this transaction, Sunoco LP also assumed $14 million in current liabilities, $4 million in deferred tax liabilities and $43 million in other non-current liabilities. Sunoco LP also recognized a $6 million bargain purchase gain related to the acquisition.

On May 1, 2023, Sunoco LP completed the acquisition of 16 refined product terminals located across the East Coast and Midwest from Zenith Energy for $111 million, including working capital. The purchase price was primarily allocated to property and equipment.

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 primarily within Puerto Rico, for $67 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.

On April 16, 2024, Sunoco LP completed the sale of 204 convenience stores located in West Texas, New Mexico and Oklahoma to 7-Eleven, Inc. for approximately $1.00 billion, including customary adjustments for fuel and merchandise inventory. As part of the sale, Sunoco LP also amended its existing take-or-pay fuel supply agreement with 7-Eleven, Inc. to incorporate additional fuel gross profit. As a result of the sale, Sunoco LP recorded a $586 million gain ($438 million, net of current tax expense of $175 million and deferred tax benefit of $27 million).

Effective July 1, 2024, Energy Transfer and Sunoco LP formed ET-S Permian, a joint venture combining their respective crude oil and produced water gathering assets in the Permian Basin. Pursuant to the contribution agreement by and among Sunoco LP, SUN Pipeline Holdings LLC, NuStar Permian Transportation and Storage LLC, NuStar Permian Crude Logistics LLC, NuStar Permian Holdings LLC, NuStar Logistics, L.P., ET-S Permian Holdings Company LP, ET-S Permian Pipeline Company LLC, ET-S Permian Marketing Company LLC, Energy Transfer and Energy Transfer Crude Marketing, LLC dated July 14, 2024, in a cashless transaction, Energy Transfer contributed its Permian crude oil and produced water gathering assets and operations to ET-S Permian. Sunoco LP contributed all of its Permian crude oil gathering assets and operations to ET-S Permian. Energy Transfer’s long-haul crude pipeline network that provides transportation of crude oil out of the Permian Basin to Nederland, Houston and Cushing is excluded from ET-S Permian.