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Acquisitions | 12 Months Ended
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Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisitions | Acquisitions Gravity Acquisition On January 2, 2025, we purchased 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) for total consideration of $300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3 million in cash, consisting of a cash deposit of $22.8 million paid in December 2024, upon execution of the purchase agreement and $186.5 million paid at closing, and 2,175,209 of common units. For the year ended December 31, 2025, we incurred $5.0 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees. Such costs are included in general and administrative expenses in the accompanying consolidated statements of income and comprehensive income. Our consolidated financial and operating results reflect the Gravity Acquisition operations beginning January 2, 2025. Our results of operations included revenue and net income of $90.1 million and $29.2 million, respectively, for the period from January 2, 2025, through December 31, 2025, related to these operations. This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed. Determination of Purchase Price The table below presents the purchase price (in thousands):
Base purchase price: | $ | 291,561 |
Less: Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement) | 3,814 |
Plus: V arious closing adjustments | 5,433 |
Adjusted purchase price | $ | 300,808 |
Cash paid | $ | 209,297 |
Fair value of common units issued (1) | 91,511 |
Purchase price | $ | 300,808 |
(1)The increase from the $85.0 million base purchase price outlined in the purchase agreement for the common unit consideration was driven by an appreciation in the common unit price.
Purchase Price Allocation The following table summarizes the fair values of assets acquired and liabilities assumed in the Gravity Acquisition as of January 2, 2025 (in thousands):
Assets acquired: |  |
Cash and cash equivalents |  | $ | 5,317 |
Accounts receivables |  | 16,433 |
Inventories |  | 1,851 |
Other current assets |  | 1,681 |
Property, plant and equipment |  | 191,485 |
Operating lease right-of-use assets |  | 107 |
Customer relationship intangible (1) |  | 66,271 |
Other intangibles (1) |  | 31,921 |
Other non-current assets |  | 59 |
Total assets acquired |  | 315,125 |
Liabilities assumed: |  |
Accounts payable |  | 2,459 |
Accrued expenses and other current liabilities |  | 5,733 |
Current portion of operating lease liabilities |  | 54 |
Asset retirement obligations |  | 6,022 |
Operating lease liabilities, net of current portion |  | 49 |
Total liabilities assumed |  | 14,317 |
Fair value of net assets acquired |  | $ | 300,808 |
(1)The acquired intangible assets amount includes the following identified intangibles: •Customer relationship intangible that is subject to amortization with a fair value of $66.3 million, which will be amortized over approximately 32 years. •Rights-of-way intangibles are valued at $31.9 million, the majority of which have an indefinite life.
The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties. Customer relationships were valued using the income approach, with essential assumptions including projected revenues from these relationships, attrition rates, operating margins, and discount rates. The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature. Fair Value Adjustments During the year ended December 31, 2025, the Partnership recorded the following fair value adjustments to the preliminary purchase price allocation, based on new information about facts and circumstances that existed as of the acquisition date:
Balance Sheet Description | Preliminary Value | Final Value | Change
Property, plant and equipment | $ | 208,313 |  | $ | 191,485 |  | $ | (16,828) |
Customer relationship intangible | $ | 50,674 |  | $ | 66,271 |  | $ | 15,597 |
Asset retirement obligations | $ | 7,202 |  | $ | 6,022 |  | $ | (1,180) |
Unaudited Pro Forma Financial Information The following table summarizes the unaudited pro forma financial information of the Partnership assuming the Gravity Acquisition had occurred on January 1, 2024. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this 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 associated with revolving credit facility borrowings incurred in connection with this 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 intangible and, (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this 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,
|  |  |  |  | 2025 |  | 2024
(in thousands) |  |  |  |  |  |  |
Net revenues |  |  |  |  | $ | 1,013,323 |  |  | $ | 1,058,936 |
Net income attributable to partners |  |  |  |  | $ | 185,556 |  |  | $ | 149,185 |
H2O Midstream Acquisition On September 11, 2024, we completed an acquisition in which we acquired 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream Acquisition") from H2O Midstream Holdings, LLC. The H2O Midstream Acquisition included water disposal and recycling operations in the Midland Basin in Texas, for total consideration of $229.7 million, subject to customary adjustments for net working capital. The purchase price was comprised of $159.7 million in cash and $70.0 million of preferred units (“Preferred Units”). The cash portion was financed through a combination of cash on hand and borrowings under the DKL Credit Facility (as defined in Note 10 ). This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed. Determination of Purchase Price The table below presents the purchase price (in thousands):
Base purchase price: | $ | 230,000 |
Less: Adjusted Net Working Capital (as defined in the H2O Midstream Acquisition Agreement) | (2,596) |
Plus: various closing adjustments | 2,331 |
Adjusted purchase price | $ | 229,735 |
Cash paid | $ | 159,735 |
Fair value of Preferred Units issued | 70,000 |
Purchase price | $ | 229,735 |
Purchase Price Allocation The following table summarizes the fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in thousands):
Assets acquired: |  |
Accounts receivables |  | $ | 6,644 |
Inventories |  | 2,448 |
Other current assets |  | 879 |
Property, plant and equipment |  | 172,374 |
Operating lease right-of-use assets |  | 2,058 |
Customer relationship intangible (1) |  | 26,270 |
Other intangibles (1) |  | 33,268 |
Other non-current assets |  | 21 |
Total assets acquired |  | 243,962 |
Liabilities assumed: |  |
Accounts payable |  | 1,833 |
Accrued expenses and other current liabilities |  | 7,045 |
Current portion of operating lease liabilities |  | 278 |
Asset retirement obligations |  | 4,852 |
Operating lease liabilities, net of current portion |  | 219 |
Total liabilities assumed |  | 14,227 |
Fair value of net assets acquired |  | $ | 229,735 |
(1)The acquired intangible assets amount includes the following identified intangibles: •Customer relationship intangible that is subject to amortization with a fair value of $26.3 million, which will be amortized over 13.4 years. •Rights-of-way intangibles are valued at $28.5 million, which have an indefinite life. •Favorable supply contract intangible that is subject to amortization with a fair value of $4.8 million which will be amortized over 4.8 years.
The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties. Customer relationships were valued using the income approach, with essential assumptions including projected revenues from these relationships, attrition rates, operating margins, and discount rates. The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature. Unaudited Pro Forma Financial Information The following table summarizes the unaudited pro forma financial information of the Partnership assuming the H2O Midstream Acquisition had occurred on January 1, 2023. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this 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 associated with revolving credit facility borrowings incurred in connection with this 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 intangible and, (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this 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,
|  |  |  |  | 2024 |  | 2023
(in thousands) |  |  |  |  |  |  |
Net revenues |  |  |  |  | $ | 985,232 |  |  | $ | 1,107,103 |
Net income attributable to partners |  |  |  |  | $ | 156,238 |  |  | $ | 142,376 |
By acquiring Gravity and H2O Midstream, we increased third-party revenue streams, diversified our customer and product mix, and expanded our footprint in the Midland and Bakken basins, aligning with our strategic growth objectives. Wink to Webster Pipeline Investment Acquisition On August 5, 2024, the Partnership acquired Permian Pipeline Holdings, LLC, which holds 50% equity interests in Wink to Webster Holdings, LLC ("W2W Holdings"), from a wholly owned subsidiary of Delek Holdings. W2W Holdings includes our 15.6% indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness. Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations. Total consideration was comprised of $83.9 million in cash (including $2.7 million post-closing adjustment), forgiveness of a $60.0 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us. This acquisition was considered a transaction between entities under common control. Accordingly, the equity interests acquired were recorded at amounts based on Delek Holdings' historical carrying value as of the acquisition date. The carrying value of the equity interests as of the acquisition date was $81.1 million. Pursuant to common control guidance, we recorded a reduction to equity of $62.8 million, included in contributions in the accompanying consolidated statements of partners' equity (deficit), representing the net carrying amount of the equity interest acquired less the consideration paid. No value was assigned to the 2,300,000 common units issued. Prior periods have not been recast as these assets do not constitute a business in accordance with ASC 805.

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