ACQUISITIONS
Council Bluffs Acquisition On April 16, 2018, we acquired CHS Inc.’s Council Bluffs pipeline system, comprised of a 227-mile pipeline and 18 storage tanks, for approximately $37.5 million (the Council Bluffs Acquisition). The assets acquired and the results of operations are included in our pipeline segment from the date of acquisition. We accounted for this acquisition as an asset purchase.
Navigator Acquisition On April 11, 2017, we entered into a Membership Interest Purchase and Sale Agreement (the Acquisition Agreement) with FR Navigator Holdings LLC to acquire (the Navigator Acquisition) all of the issued and outstanding limited liability company interests in Navigator Energy Services, LLC (Navigator) for approximately $1.5 billion. We closed the Navigator Acquisition on May 4, 2017. We acquired crude oil transportation, pipeline gathering and storage assets located in the Midland Basin in West Texas that, along with the assets we have built since the date of the Navigator Acquisition, we collectively refer to as our Permian Crude System. The assets acquired are included in our pipeline segment. The condensed consolidated statements of comprehensive income include the results of operations for Navigator commencing on May 4, 2017.
We accounted for the Navigator Acquisition using the acquisition method. The following table reflects the final purchase price allocation: | | | | | | Purchase Price Allocation | | (Thousands of Dollars) | Accounts receivable | $ | 4,747 |
| Other current assets | 2,359 |
| Property, plant and equipment, net | 376,690 |
| Intangible assets (a) | 700,000 |
| Goodwill (b) | 398,024 |
| Other long-term assets, net | 2,199 |
| Current liabilities | (22,300 | ) | Purchase price allocation, net of cash acquired | $ | 1,461,719 |
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| | (a) | Intangible assets, which consist of customer contracts and relationships, are amortized on a straight-line basis over a period of 20 years. |
| | (b) | The goodwill acquired represents the expected benefit from entering new geographic areas and the anticipated opportunities to generate future cash flows from the assets acquired and potential future projects. |
The unaudited pro forma information for the nine months ended September 30, 2017 below presents the combined historical financial information for Navigator and the Partnership for those periods. This information assumes: | | • | we completed the Navigator Acquisition on January 1, 2017; |
| | • | we issued approximately 14.4 million common units; |
| | • | we received a contribution from our general partner of $13.6 million to maintain the 2% general partner economic interest it owned at that time; |
| | • | we issued 15.4 million Series B Preferred Units; |
| | • | we issued $550.0 million of 5.625% senior notes; |
| | • | additional depreciation and amortization that would have been incurred assuming the fair value adjustments to property, plant and equipment and intangible assets reflected in the purchase price allocation above; and |
| | • | we satisfied Navigator’s outstanding obligations under its revolving credit agreement. |
| | | | | | Nine Months Ended September 30, 2017 | | (Thousands of Dollars, Except Per Unit Data) | Revenues | $ | 1,377,883 |
| Net income | $ | 102,251 |
| Basic net income per common unit | $ | 0.31 |
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The pro forma information for the nine months ended September 30, 2017 includes transaction costs of approximately $14.0 million, which were directly attributable to the Navigator Acquisition and paid in the second quarter of 2017. The pro forma information is unaudited and is not necessarily indicative of the results of operations that would have resulted had the Navigator Acquisition occurred on January 1, 2017 or that may result in the future. |