XML 58 R35.htm IDEA: XBRL DOCUMENT v3.25.0.1
Acquisitions and Divestment (Tables)
 12 Months Ended
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,
20242023
Revenues
$23,215 $24,697 
Net income802 483 
Net income attributable to partners632 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 equipment6,958 
Operating lease right-of-use assets, net136 
Goodwill (1)
16 
Intangible assets, net (2)
195 
Other non-current assets127 
Total assets7,618 
Total current liabilities245 
Long-term debt, less current maturities (3)
3,500 
Operating lease non-current liabilities136 
Deferred tax liabilities4 
Other non-current liabilities82 
Total liabilities3,967 
Preferred units (3)
801 
Total consideration2,850 
Cash acquired27 
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 equipment204 
Other non-current assets36 
Deferred tax assets6 
Current liabilities(14)
Deferred tax liabilities(4)
Other non-current liabilities(43)
Net assets191 
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 equipment65 
Goodwill11 
Current liabilities(15)
Deferred tax liability(11)
Net assets76 
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 assets56 
Property and equipment73 
Goodwill20 
Intangible assets98 
Current liabilities(88)
Net assets267 
Cash acquired(15)
Total cash consideration, net of cash acquired$252