Acquisitions (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The table below presents the estimated purchase price (in thousands):


Base purchase price:	$	624,700
Less: closing net working capital (as defined in the 3 Bear Purchase Agreement) (1)	(250)
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement) (1)	(80,408)
Cash paid for the adjusted purchase price	544,042
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement)	80,408
Preliminary purchase price	$	624,450

(1) These amounts are based upon estimates at closing, but are subject to a subsequent review and revision period pursuant to the 3 Bear Purchase Agreement at which time final settlements for these components will be determined. Such subsequent adjustments may result in changes to the preliminary purchase price.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the 3 Bear Acquisition as of June 1, 2022 (in thousands):


Assets acquired:
Cash and cash equivalents	$	2,678
Accounts receivables, net	28,859
Inventories	1,831
Other current assets	986
Property, plant and equipment	382,800
Operating lease right-of-use assets	7,427
Goodwill	10,615
Customer relationship intangible, net (1)	210,000
Rights-of-way (1)	13,640
Other non-current assets	500
Total assets acquired	659,336

Liabilities assumed:
Accounts payable	8,020
Accrued expenses and other current liabilities	22,145

Current portion of operating lease liabilities	1,029
Asset retirement obligations	2,261
Operating lease liabilities, net of current portion	1,431
Total liabilities assumed	34,886
Fair value of net assets acquired	$	624,450

(1)The acquired intangible assets amount includes the following identified intangibles:

•Customer relationship intangible that is subject to amortization with a preliminary fair value of $210.0 million, which will be amortized over an 11.6-year useful life. We recognized amortization expense for the three and six months ended June 30, 2022 of $1.5 million. The estimated amortization is $18.0 million for each of the five succeeding fiscal years.

•Rights-of-way intangible valued at $13.6 million, which has an indefinite life.

Business Acquisition, Pro Forma Information

The following table summarizes the unaudited pro forma financial information of the Partnership assuming the 3 Bear Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the 3 Bear Acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense and amortization of deferred financing costs associated with revolving credit facility borrowings incurred in connection with the 3 Bear Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangibles, (iv) accounting policy alignment and (v) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the 3 Bear Acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the 3 Bear Acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands, except per unit data)	2022	2021	2022	2021
Net sales	314,909	199,199	571,849	383,026
Net income attributable to partners	38,396	37,290	72,613	55,305
Net income per limited partner unit:
Basic income per unit	0.88	0.86	1.67	1.27
Diluted income per unit	0.88	0.86	1.67	1.27