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Acquisitions and Divestment (Tables) | 12 Months Ended
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Dec. 31, 2024
NuStar Acquisition |
Business Acquisition, Pro Forma Information | The following unaudited pro forma consolidated results of operations for the year ended December 31, 2024 and 2023 are presented as if the NuStar acquisition had been completed on January 1, 2023.
|  |  | Year Ended December 31,
|  |  |  |  | 2024 |  | 2023
Revenues |  |  |  |  | $ | 23,215 |  |  | $ | 24,697 |
Net income |  |  |  |  | 802 |  |  | 483 |
Net income attributable to partners |  |  |  |  | 632 |  |  | 352 |
Basic net income per Common Unit |  |  |  |  | $ | 4.13 |  |  | $ | 2.60 |
Diluted net income per Common Unit |  |  |  |  | $ | 4.11 |  |  | $ | 2.58 |
The pro forma consolidated results of operations include adjustments to: •include the results of NuStar for all periods presented; •include incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition method of accounting; •include incremental interest expense related to financing the transactions; •includes $83 million of expenses representing one-time costs associated with completing the transaction; •adjust for relative changes in ownership resulting from the acquisition. The pro forma information is not necessarily indicative of the results of operations that would have occurred had the NuStar acquisition been made at the beginning of the periods presented or the future results of the combined operations.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price among assets acquired and liabilities assumed:
| As of May 3, 2024
Total current assets | $ | 186 |
Property and equipment | 6,958 |
Operating 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 |
Operating lease non-current liabilities | 136 |
Deferred tax liabilities | 4 |
Other non-current liabilities | 82 |
Total liabilities | 3,967 |
Preferred units (3) | 801 |
Total consideration | 2,850 |
Cash acquired | 27 |
Total cash consideration, net of cash acquired | $ | 2,823 |
(1)Goodwill primarily represents expected commercial and operational synergies. None of the goodwill recorded as a result of this transaction is deductible for tax purposes. Goodwill of $16 million relates to our Fuel Distribution segment. (2)Intangible assets, net comprised $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, the Partnership redeemed all outstanding NuStar preferred units, totaling $784 million, redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated the NuStar credit facility totaling $455 million.
Zenith European Terminals acquisition |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price among assets acquired and liabilities assumed:
| As of March 13, 2024
Other current assets | $ | 6 |
Property and equipment | 204 |
Other non-current assets | 36 |
Deferred tax assets | 6 |
Current liabilities | (14) |
Deferred tax liabilities | (4) |
Other non-current liabilities | (43) |
Net assets | 191 |
Bargain purchase gain | (6) |
Total cash consideration, net of cash acquired | $ | 185 |
Peerless Oil & Chemicals, Inc. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | On November 30, 2022, we completed the acquisition of Peerless for $67 million, net of cash acquired. Peerless is an established terminal operator that distributes fuel products to over 100 locations primarily within Puerto Rico. Management, with the assistance of an independent valuation firm, determined the fair value of assets and liabilities at the date of the acquisition. Goodwill acquired in connection with the acquisition is deductible for tax purposes. The following table summarizes the final allocation of the purchase price among the assets acquired and liabilities assumed:
|  | November 30, 2022
Other current assets |  | $ | 26 |
Property and equipment |  | 65 |
Goodwill |  | 11 |
Current liabilities |  | (15) |
Deferred tax liability |  | (11) |
Net assets |  | 76 |
Cash acquired |  | (9) |
Total cash consideration, net of cash acquired |  | $ | 67 |
Gladieux Capital Partners, LLC |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | On April 1, 2022, we completed the acquisition of a transmix processing and terminal facility in Huntington, Indiana from Gladieux Capital Partners, LLC for $252 million, net of cash acquired. Management, with the assistance of an independent valuation firm, determined the fair value of assets and liabilities at the date of the acquisition. Goodwill acquired in connection with the acquisition is deductible for tax purposes. The following table summarizes the final allocation of the purchase price among the assets acquired and liabilities assumed:
|  | April 1, 2022
Inventories |  | $ | 108 |
Other current assets |  | 56 |
Property and equipment |  | 73 |
Goodwill |  | 20 |
Intangible assets |  | 98 |
Current liabilities |  | (88) |
Net assets |  | 267 |
Cash acquired |  | (15) |
Total cash consideration, net of cash acquired |  | $ | 252 |

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