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Acquisition (Tables) | 6 Months Ended
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Jun. 30, 2016
Business Combinations [Abstract] |
Summary of purchase price consideration | A summary of the total purchase price is as follows:
|  | Purchase Price
|  | (in millions)
Fair value of CVR Partners common units issued, as of the close of the East Dubuque Merger |  | $ | 335.7 |
Cash payment to CVR Nitrogen common unitholders and certain phantom unit holders |  | 99.2 |
Fair value of consideration transferred |  | 434.9 |
Fair value of parent affiliate units (1) |  | 4.6 |
Total purchase price consideration to be allocated |  | $ | 439.5 |
The fair value of the unit consideration was determined as follows:
|  | Fair Value of Unit Consideration
|  | (in thousands, except per unit data)
CVR Nitrogen common units outstanding, as of the close of the merger |  | 38,985 |
Less: Parent affiliate units (1) |  | 400 |
Net units subject to merger consideration |  | 38,585 |
Unit consideration per CVR Nitrogen common unit |  | 1.04 |
Number of CVR Partners common units to be issued for merger consideration |  | 40,129 |
Number of CVR Partners common units to be issued for CVR Nitrogen phantom units issued to noncontinuing employees and CVR Nitrogen board members (2) |  | 26 |
Total number of CVR Partners units to be issued |  | 40,155 |
Fair value per CVR Partners common unit, as of the close of the East Dubuque Merger |  | $ | 8.36 |
Fair value of CVR Partners common units issued |  | $ | 335.7 |
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(1) | See above for discussion of parent affiliate units.
(2) | As discussed above, each phantom unit granted and outstanding and held by (i) an employee who did not continue in the employment of a CVR Partners-affiliated entity, or (ii) a director of CVR Nitrogen GP, upon closing of the East Dubuque Merger, vested in full and the holders thereof received the merger consideration.
Summary of preliminary purchase price allocation | The following table, set forth below, displays the estimated purchase price allocated to CVR Nitrogen's net tangible assets based on their fair values as of April 1, 2016. There were no identifiable intangible assets.
|  | Purchase Price Allocation
|  | (in millions)
Cash |  | $ | 35.4 |
Accounts receivable |  | 8.9 |
Inventories |  | 49.5 |
Prepaid expenses and other current assets |  | 5.2 |
Property, plant and equipment |  | 774.9 |
Other long-term assets |  | 1.1 |
Deferred revenue |  | (29.8 | )
Other current liabilities |  | (37.0 | )
Long-term debt |  | (367.5 | )
Other long-term liabilities |  | (1.2 | )
Total fair value of net assets acquired |  | 439.5 |
Less: Cash acquired |  | 35.4 |
Total consideration transferred, net of cash acquired |  | $ | 404.1 |
Summary of noncontrolling interest in CVR Partners | A summary of the effect of the change in CVR Energy's ownership interest in CVR Partners on the equity attributable to CVR Energy, as a result of CVR Partners issuance of the unit consideration in connection with the East Dubuque Merger, is as follows:
|  | Noncontrolling Interest
|  | (in millions)
Fair value of CVR Partners common units issued, as of the close of the East Dubuque Merger |  | $ | 335.7 |
Less: Change in CVR Energy's noncontrolling interest in CVR Partner's equity due to the East Dubuque Merger |  | 292.8 |
Adjustment to additional paid-in capital, as of the close of the East Dubuque Merger |  | $ | 42.9 |

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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1486-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=73530397&loc=d3e4845-128472 + Details
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