4. Business Combinations

Buffalo Creek Acquisition

On May 8, 2013, the Partnership acquired natural gas gathering and processing assets from Chesapeake Energy Corporation ("Chesapeake") for a cash purchase price of approximately $225.2 million. The acquired assets include a 200 MMcf/d cryogenic gas processing plant under construction (which commenced operation in February 2014), known as the Buffalo Creek Plant, 22 miles of gas gathering pipeline in Hemphill County, Texas and approximately 30 miles of rights-of-way associated with the future construction of a trunk line. Additional assets acquired from Chesapeake consist of an amine treating facility and a five-mile gas gathering pipeline in Washita County, Oklahoma. This acquisition is referred to as the "Buffalo Creek Acquisition".

Concurrently with the closing of the Buffalo Creek Acquisition, the Partnership entered into a long-term fee-based agreement to provide treating, processing and certain gathering and compression services for natural gas owned or controlled by Chesapeake at the acquired facilities. Chesapeake has dedicated 130,000 acres throughout the Anadarko Basin to the Partnership as part of this long-term agreement. As a result of the acquisition, the Partnership has expanded its presence in the Granite Wash and Hogshooter formations in Oklahoma.

Contemporaneously with the Buffalo Creek Acquisition, Chesapeake agreed to extend a keep-whole processing agreement for natural gas produced in the Appalachia Basin area of the Partnership's Northeast segment for five additional years, to 2020. The Partnership paid an additional $20.0 million of cash upon closing the Buffalo Creek Acquisition as consideration for the extension and has recorded it as Deferred contract cost in the accompanying Consolidated Balance Sheets. The deferred contract costs will be amortized over the extension term. This $20.0 million is not considered to be part of the purchase price of the Buffalo Creek Acquisition and is not included in the purchase price allocation table below.

The goodwill recognized from the Buffalo Creek Acquisition results primarily from the Partnership's ability to grow its business in the liquids-rich gas areas of the Granite Wash and Hogshooter formations in Oklahoma and access additional markets in a competitive environment as a result of securing the gathering and processing rights for a large area of dedicated acreage. All of the goodwill is deductible for tax purposes.

Pro forma financial results that give effect to the Buffalo Creek Acquisition are not presented as it is impractical to obtain the necessary information. Chesapeake did not operate the acquired assets as a standalone business and, therefore, historical financial information that is consistent with the operations under the current agreements is not available.

Keystone Acquisition

On May 29, 2012, the Partnership acquired natural gas gathering and processing assets from Keystone for a cash purchase price of approximately $507.3 million, giving effect to the final working capital adjustment. The Partnership paid cash of $509.6 million in May 2012. During 2013, we received $2.3 million related to a working capital adjustment.

Keystone's existing assets are located in Butler County, Pennsylvania and include two cryogenic gas processing plants totaling approximately 90 MMcf/d of processing capacity, a gas gathering system and associated field compression.

As a result of the Keystone Acquisition, the Partnership became a party to a long-term fee-based agreement to gather and process certain natural gas owned or controlled by a subsidiary of Rex Energy Corporation and a subsidiary of Sumitomo Corporation("Sumitomo"), at the acquired facilities and in 2013 to exchange the resulting NGLs for fractionated products at facilities already owned and operated by the Partnership. Rex and Sumitomo have dedicated an area of approximately 900 square miles to the Partnership as part of this long-term gathering and processing agreement. As a result of the Keystone Acquisition, the Partnership has expanded its position in the liquids-rich Marcellus Shale area into northwest Pennsylvania.

The goodwill recognized from the Keystone Acquisition results primarily from synergies created from integrating the Keystone assets with the Partnership's existing Marcellus Shale operations and the Partnership's strengthened competitive position as it plans to expand its business in the newly developing liquids-rich areas of the Marcellus Shale. All of the goodwill is deductible for tax purposes.

Pro forma financial results that give effect to the Keystone Acquisition are not presented as any pro forma adjustments would not be material to the Partnership's historical results.

Langley Acquisition

On February 1, 2011, the Partnership acquired natural gas processing and NGL pipeline assets from EQT for a cash purchase price of approximately $230.7 million. The assets acquired include natural gas processing facilities located near Langley, Kentucky, consisting of a cryogenic natural gas processing plant with a capacity of approximately 100 MMcf/d and a refrigeration natural gas processing plant with a capacity of approximately 75 MMcf/d, the partially constructed Ranger pipeline that extends through parts of Kentucky and West Virginia, and certain other related assets. The acquired assets do not include certain residue gas compression and transportation facilities at the same location as the Langley Processing Facilities. In connection with the Langley Acquisition, the Partnership completed the construction of the Ranger Pipeline to connect the Langley Processing Facilities to the Partnership's existing pipeline that transports NGLs to its Siloam fractionation facility in South Shore, Kentucky.

Concurrently with the closing of the Langley Acquisition, the Partnership entered into a long-term agreement to process certain natural gas owned or controlled by EQT at the Langley Processing Facilities. In 2012, the Partnership installed an additional cryogenic natural gas processing plant with a capacity of 150 MMcf/d as required by the processing agreement. The Partnership exchanges the NGLs produced at the Langley Processing Facilities for fractionated products from its Siloam facility and markets the fractionated products on behalf of EQT in accordance with a long-term NGL exchange and marketing agreement. As a result of the acquisition, the Partnership has significantly expanded its midstream operations in the liquids-rich gas areas of the Appalachian Basin.

The goodwill recognized from the Langley Acquisition results primarily from the Partnership's ability to continue to grow its business in the liquids-rich gas areas of the Appalachian Basin and access additional markets in a competitive environment as a result of securing the processing rights for a large area of dedicated acreage and acquiring expanded midstream infrastructure in the acquisition. All of the goodwill is deductible for tax purposes.

The three acquisitions were accounted for as business combinations. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the estimated fair values at the individual acquisition dates. The remaining purchase price in excess of the fair value of the identifiable assets and liabilities was recorded as goodwill.

The acquired assets and the related results of operations are included in the Partnership's following segments:

Acquisition	Segment	Intangible Assets Acquired	Useful Life	Amortization Method

Buffalo Creek	Southwest	Identifiable customer contract with Chesapeake	20 years	Straight-line
Keystone	Marcellus	Identifiable customer contract with Rex and Sumitomo	19 years	Straight-line
Langley	Northeast	Identifiable customer contract	12 years	Straight-line

The following table summarizes the purchase price allocation for the three acquisitions (in thousands):

	Buffalo Creek			Keystone			Langley

Assets:
Cash	$	—		$	2,837		$	—
Accounts receivable		—			1,756			—
Inventory		—			86			1,806
Property, plant and equipment		144,115			136,593			136,525
Goodwill		2,682			74,256			58,497
Intangible asset		84,500			304,708			33,900
Liabilities:
Accounts payable		(6,087	)		(12,117	)		—
Other short-term liabilities		—			(175	)		—
Other long-term liabilities		—			(632	)		—


Total	$	225,210		$	507,312		$	230,728

The results of operations of the three acquisitions are included in the consolidated financial statements from their respective acquisition dates. Revenue and net income related to the three acquisitions are immaterial during the year each acquisition occurred.