3.	Acquisitions and Divestitures

Devon Acquisitions

In January 2016, Devon acquired approximately 80,000 net acres (unaudited) and assets in the STACK play for approximately $1.5 billion. Devon funded the acquisition with $849 million of cash, after adjustments, and $659 million of equity. The allocation of the purchase price was approximately $1.3 billion to unproved properties and approximately $200 million to proved properties.

In December 2015, Devon acquired approximately 253,000 net acres (unaudited) and assets in the Powder River Basin for approximately $499 million. Devon funded the acquisition with $300 million of cash and $199 million of equity. The allocation of the purchase price was $393 million to unproved properties and $106 million to proved properties.

Devon Asset Divestitures

Upstream Assets

In May 2017, Devon announced a program to divest approximately $1 billion of upstream assets. The non-core assets identified for monetization include select portions of the Barnett Shale focused primarily in and around Johnson County and other properties located principally within Devon’s U.S. resource base. Through December 31, 2017, Devon completed divestiture transactions with proceeds totaling approximately $415 million, before purchase price adjustments, and a net gain of $212 million. Estimated proved reserves associated with these assets were less than 1% of total U.S. proved reserves. Devon’s remaining divestiture of Johnson County assets is expected to close in 2018.

During 2016, in several separate transactions with different purchasers, Devon divested non-core assets located in the Mississippian, east Texas, the Anadarko Basin and the Midland Basin. The following table presents a summary of Devon’s divestiture activity for 2016.

Date	Proceeds Received		Gains on Sale		Proved Reserves ^(MMBoe)		Percentage of U.S. Proved Reserves
Second quarter 2016	$	200	$	83		11		1	%
Third quarter 2016		1,653		726		146		9	%
Total	$	1,853	$	809		157		10	%

These divestitures in 2017 and 2016 primarily related to sales of entire common operating fields. Therefore, Devon recognized a gain on the transactions. As part of the gain computations, approximately $290 million of asset retirement obligations were assumed by purchasers and $80 million of goodwill was allocated to these divested assets.

Access Pipeline

In October 2016, Devon divested its 50% interest in Access Pipeline for $1.1 billion ($1.4 billion Canadian dollars) and recognized a gain of approximately $540 million on the transaction. In conjunction with the divestiture, Devon entered into a transportation agreement whereby Devon’s Canadian thermal-oil acreage is dedicated to Access Pipeline for an initial term of 25 years. Devon will be charged a market-based toll on its thermal-oil production over this term. Devon is committed to use less than 90% of the potential pipeline capacity. In addition, Devon is entitled to an incremental payment of approximately $150 million Canadian dollars following sanctioning and committing to the requisite volume increase in respect of a new thermal-oil project on Devon’s Pike lease in Alberta, with such incremental payment being received prior to tolls being payable on such volumes.

EnLink Acquisitions

In January 2016, EnLink acquired Anadarko Basin gathering and processing midstream assets, along with dedicated acreage service rights and service contracts, for approximately $1.4 billion. The purchase price was $1.0 billion to intangible assets and approximately $400 million to property and equipment. EnLink funded the acquisition with approximately $215 million of General Partner common units and approximately $800 million of cash, primarily financed with the issuance of EnLink preferred units. The remaining $500 million of the purchase price was to be paid within one year with the option to defer $250 million of the final payment 24 months from the close date. The first installment payment of $250 million was paid in January 2017 using divestiture proceeds, proceeds from equity issuances and borrowings under EnLink’s credit facility. The remaining $250 million payment is reported in other current liabilities in the accompanying consolidated balance sheets and was made in January 2018 using proceeds from equity issuances and borrowings under EnLink’s credit facility.

In August 2016, EnLink formed a joint venture to operate and expand its midstream assets in the Delaware Basin. The joint venture is initially owned 50.1% by EnLink and 49.9% by the joint venture partner. As of December 31, 2016, EnLink contributed approximately $251 million of existing non-monetary assets and cash to the joint venture and had committed an additional $285 million in capital to fund potential future development projects and potential acquisitions. The joint venture partner committed an aggregate of approximately $400 million of capital, including cash contributions of approximately $144 million, and granted EnLink call rights beginning in 2021 to acquire increasing portions of the joint venture partner’s interest.

In November 2016, EnLink entered into a gathering and compression joint venture with a commitment of approximately $40 million to expand its midstream assets in the STACK. The joint venture is initially owned 30% by EnLink and 70% by the joint venture partner. As of December 31, 2016, EnLink contributed approximately $29 million in cash for new infrastructure build. After the initial capital commitment, EnLink and the joint venture partner will be responsible for their proportionate share of capital costs.

The following table presents a summary of EnLink’s acquisition activity for 2015.

		Purchase Price				Allocation
Date	Midstream assets	Cash		EnLink Units		PP&E		Goodwill		Intangibles		Other
January 2015	Permian Basin	$	108		—	$	30	$	30	$	43	$	5
March 2015	Permian Basin	$	240	$	360	$	302	$	18	$	281	$	(1	)
October 2015	Delaware Basin	$	141		—	$	36	$	11	$	99	$	(5	))

EnLink Asset Divestitures and Dropdowns

In December 2016, EnLink entered into definitive agreements to divest approximately $278 million of certain non-core midstream assets. As of December 31, 2016, these assets were classified as held for sale. During the first quarter of 2017, EnLink divested its ownership interest in Howard Energy Partners for approximately $190 million.

In February 2015, EnLink acquired a 25% equity interest in EMH from the General Partner in exchange for units valued at approximately $925 million. In May 2015, EnLink acquired the remaining 25% equity interest in EMH from the General Partner in exchange for units valued at approximately $900 million.

In April 2015, EnLink acquired VEX from Devon for approximately $176 million in cash and equity. EnLink also assumed approximately $35 million in certain future construction costs to expand the system to full capacity. Because Devon controls EnLink and the General Partner, the acquisition of VEX by EnLink from Devon was accounted for as a transfer of net assets between entities under common control.