Acquisitions

On January 9, 2018, we entered into an Asset Purchase Agreement with CHS, Inc. to acquire twenty-one (21) owned retail gasoline, convenience store facilities and twelve (12) leased retail gasoline, convenience store facilities, all at various locations in Washington and Idaho (collectively, “Northwest Retail”). On March 23, 2018, we completed the acquisition for cash consideration of approximately $75 million (the “Northwest Retail Acquisition”).

As part of the Northwest Retail Acquisition, Par and CHS, Inc. entered into a multi-year branded petroleum marketing agreement for the continued supply of Cenex®-branded refined products to the acquired Cenex® Zip Trip convenience stores. In addition, the parties also entered into a multi-year supply agreement pursuant to which Par will supply refined products to CHS, Inc. within the Rocky Mountain and Pacific Northwest markets.

We accounted for the acquisition of Northwest Retail as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Northwest Retail and utilization of our net operating loss carryforwards, as well as trade names and other intangible assets that do not qualify for separate recognition. The acquired trade names will be amortized over their estimated useful lives on a straight-line basis, which approximates their consumptive life.

A summary of the preliminary fair value of the assets acquired and liabilities assumed is as follows (in thousands):



Cash	$	128
Trade accounts receivable	152
Inventories	4,394
Prepaid and other current assets	198
Property, plant and equipment	30,254
Goodwill (1)	45,683
Accounts payable and other current liabilities	(757		)
Long-term capital lease obligations	(5,244		)
Total	$	74,808

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(1) The total goodwill balance of $45.7 million was allocated to our retail segment.

We have recorded a preliminary estimate of the fair value of the assets acquired and liabilities assumed and expect to finalize the purchase price allocation during 2018.

We incurred $0.6 million of acquisition and integration costs related to the Northwest Retail Acquisition for the three months ended March 31, 2018. These costs are included in Acquisition and integration expense on our consolidated statement of operations.