Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

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


Base purchase price:	$	624,700
Add: closing net working capital (as defined in the 3 Bear Purchase Agreement)	3,600
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement)	(80,618)
Cash paid for the adjusted purchase price	547,682
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement)	80,618
Purchase price	$	628,300

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	1,836
Other current assets	986
Property, plant and equipment	382,799
Operating lease right-of-use assets	7,427
Goodwill	14,848
Customer relationships intangible, net (1)	210,000
Rights-of-way (1)	13,490
Other non-current assets	500
Total assets acquired	663,423

Liabilities assumed:
Accounts payable	8,020
Accrued expenses and other current liabilities	22,382

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	35,123
Fair value of net assets acquired	$	628,300

(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.

•Rights-of-way intangible that is subject to amortization with a preliminary fair value of $13.5 million, which will be amortized over the weighted-average useful life of 25.4 years.

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 relationships intangible, (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.


	Year Ended December 31,
(in thousands, except per unit data)		2022		2021
Net sales		$	1,134,925	$	859,156
Net income attributable to partners		$	156,810	$	114,977
Net income per limited partner unit:
Basic income per unit		$	3.61	$	2.65
Diluted income per unit		$	3.60	$	2.65