3. Acquisitions and Divestitures

Acquisitions

Offshore Marine Transportation Business

In August 2013, we completed the acquisition of substantially all of the assets of the downstream transportation business of Hornbeck Offshore Services, Inc. for $230.9 million, which we refer to as our offshore marine transportation business and assets. The total acquisition cost has been allocated to fixed assets based on estimated preliminary fair values. Those preliminary fair values were developed by management. We do not expect any material adjustments to those preliminary purchase price allocations as a result of the final valuation. The acquired business was primarily comprised of nine barges and nine tug boats that transport crude oil and refined petroleum products, principally serving refineries and storage terminals along the Gulf Coast, Eastern Seaboard, Great Lakes and Caribbean. That acquisition complements and further integrates certain of our existing operations, including our Genesis Marine inland barge business (comprised of 54 barges and 23 push/tow boats), our crude oil and heavy refined products storage and blending terminals as well as our crude oil pipeline systems. That acquisition was funded with proceeds from our $1 billion revolving credit facility. We have reflected the financial results of the acquired business in our supply and logistics segment from the date of the acquisition.

Our Consolidated Financial Statements include the results of our acquired offshore marine transportation business since August 28, 2013, the effective closing date of that acquisition. The following table presents selected financial information included in our Consolidated Financial Statements for the year ended December 31, 2013:



	Year Ended December 31,
	2013
Revenues	$	30,424
Net income	$	7,348

The table below presents selected unaudited pro forma financial information for us incorporating the historical results of our offshore marine transportation business. The pro forma financial information below has been prepared as if the acquisition had been completed on January 1, 2012 and is based upon assumptions deemed appropriate by us and may not be indicative of actual results. Depreciation expense for the fixed assets acquired is calculated on a straight-line basis over an estimated useful life of approximately 25 years.



	Year Ended December 31,
	2013		2012
Pro forma earnings data:
Revenues from continuing operations	$	4,177,715	$	3,416,790
Net Income	$	98,846	$	98,665

Interests in Gulf of Mexico Crude Oil Pipeline Systems

On January 3, 2012, we acquired from Marathon Oil Company interests in several Gulf of Mexico crude oil pipeline systems. The acquired pipeline interests include a 28% interest in Poseidon Oil Pipeline Company, L.L.C., a 100% interest in Marathon Offshore Pipeline, LLC (subsequently re-named GEL Offshore Pipeline, LLC, or “GOPL”) and a 29% interest in Odyssey Pipeline L.L.C. GOPL owns a 23% interest in the Eugene Island crude oil pipeline system and a 100% interest in two smaller offshore pipelines. The purchase price, net of post-closing adjustments, was $205.6 million. We funded the purchase price with cash available under our credit facility. We account for our interests in Poseidon and Odyssey under the equity method of accounting. We have recorded the assets acquired and liabilities assumed of GOPL in the Consolidated Financial Statements at their estimated fair values. Such fair values were developed by management.

The allocation of the purchase price is summarized as follows:



Property and equipment	$	28,456
Equity investees	182,993
Asset retirement obligation assumed	(5,873		)
Total allocation	$	205,576

Our Consolidated Financial Statements include the results of the acquired pipeline interests since the effective closing date of the acquisition in January 2012. The following table presents selected financial information included in our Consolidated Financial Statements for the year ended December 31, 2012:



	Year Ended December 31,
	2012
Revenues	$	5,508
Equity in earnings of equity investees	$	13,118
Net income	$	15,112

The table below presents selected unaudited pro forma financial information for the year ended December 31, 2011 incorporating the historical results of the acquired pipeline interests. The unaudited pro forma financial information below has been prepared as if the acquisition had been completed at the beginning of the prior year and is based upon assumptions deemed appropriate by us and may not be indicative of actual results.



	Year Ended December 31,
	2011
Pro forma earnings data:
Revenues from continuing operations	$	2,444,821
Equity in earnings of equity investees	$	14,770
Net income	$	58,349
Basic and diluted earnings per unit:
As reported net income per unit	$	0.75
Pro forma net income per unit	$	0.86
As reported units outstanding	67,938
Pro forma units outstanding	67,938

FMT Black Oil Barge Transportation Business

In August 2011, we completed the acquisition of the black oil barge transportation business of Florida Marine Transporters, Inc. and its affiliates (“FMT”). The purchase price was $143.5 million (including $2.5 million for fuel inventory and other costs). The acquired business was comprised of 30 barges (seven of which were initially sub-leased under terms similar to those of an existing FMT lease, which we subsequently purchased in February 2012 for $30.9 million) and 14 push/tow boats which transport heavy refined products, primarily serving refineries and storage terminals along the Gulf Coast, Intracoastal Canal and western river systems of the United States, including the Red, Ouachita and Mississippi Rivers. The August 2011 acquisition and related transaction costs were funded with a portion of the net proceeds from the July 2011 public offering of our common units, whereby we raised approximately $185 million in net proceeds of equity capital. The February 2012 vessels purchase was funded with cash available under our credit facility. See Note 11 for additional information regarding the common unit offering.

The financial results of the acquired business are included in the supply and logistics segment from the date of acquisition.

Wyoming Refinery and Pipeline Assets

In November 2011, we acquired a 90% interest in a 3,500 barrel per day refinery located in Converse County, Wyoming, including 300 miles of abandoned 3” to 6” pipeline. Those assets are located near the emerging Powder River Basin portion of the Niobrara Shale. The purchase price was $20 million, which included $1.3 million for product inventories. We funded the acquisition with cash available under our credit facility.

The financial results of the refinery assets are included in the supply and logistics segment and the pipeline assets have been included in the pipeline transportation segment from the date of acquisition.

Divestitures

On December 31, 2013 we completed the sale of our vehicle fuel procurement and delivery logistics management services business. We sold the business for $1 million and recorded a gain on the sale of approximately $0.9 million, included in Income (loss) from discontinued operations on the Consolidated Statements of Operations. That business, previously reported in our supply and logistics revenues and costs and expenses, was reclassified as discontinued operations in our Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011. The summarized operating results and financial position data of our discontinued operations are as follows:



	Year Ended December 31,
	2013		2012			2011
Revenues	$	593,733	$	702,695		$	651,872
Cost and expenses	592,505		703,715			651,997
Operating income (loss)	1,228		(1,020		)	(125		)
Interest income	2		2			3
Income (loss) before income taxes	1,230		(1,018		)	(122		)
Gain on sale of discontinued operations	875		—			—
Income (loss) from discontinued operations	$	2,105	$	(1,018	)	$	(122	)



	December 31, 2012
Discontinued operations:
Current assets	$	14,015
Net fixed assets	$	20
Current liabilities	$	9,215