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Acquisitions | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions Delaware Gathering (formerly 3 Bear) On April 8, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Partnership ("Delaware Gathering"), entered into a Membership Interest Purchase Agreement (the “3 Bear Purchase Agreement”) with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (“3 Bear”) (subsequently renamed to DKL Delaware Holding - NM, LLC), related to the Seller’s crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin of New Mexico (the “Delaware Gathering Acquisition”). We completed the Delaware Gathering Acquisition on June 1, 2022. The purchase price for the Delaware Gathering Acquisition was $628.3 million. The Delaware Gathering Acquisition was financed through a combination of cash on hand and borrowings under the DKL Credit Facility. The Delaware Gathering Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values. The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill. Determination of Purchase Price 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 |
Purchase Price Allocation The following table summarizes the final fair values of assets acquired and liabilities assumed in the Delaware Gathering 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 relationship intangible, net |  | 210,000 |
Rights-of-way |  | 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 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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