Business Combination

6 Months Ended

Jun. 30, 2011

Business Combination

Business Combination

3. Business Combination

Langley Acquisition

On February 1, 2011, the Partnership acquired natural gas processing and NGL transportation assets from EQT Gathering, LLC, a subsidiary of EQT Corporation (together with all of its affiliates, “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 (together, the “Langley Processing Facilities”), a partially constructed NGL pipeline (the “Ranger Pipeline”) that will extend 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. This acquisition is referred to as the Langley Acquisition. In connection with the Langley Acquisition, the Partnership will complete 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. The processing agreement requires the Partnership to install an additional cryogenic natural gas processing plant with a capacity of at least 60 MMcf/d in 2012. 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 Langley Acquisition is accounted for as a business combination. The total purchase price is allocated to the identifiable assets acquired and liabilities assumed based on the estimated fair values at the acquisition date. The remaining purchase price in excess of the fair value of the identifiable assets and liabilities is recorded as goodwill. The acquired assets and the related results of operations are included in the Partnership’s Northeast segment.

The following table summarizes the purchase price allocation for the Langley Acquisition (in thousands):

Property, plant and equipment	$	136,525
Goodwill	58,497
Intangibles	33,900
Inventories	1,806
Total	$	230,728

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.

Intangible assets consist of an identifiable customer contract and relationship. The acquired intangibles will be amortized on a straight-line basis over the estimated remaining useful life of approximately twelve years.

The results of operations from the Langley Acquisition are included in the condensed consolidated financial statements from the acquisition date. Revenue and net income related to the Langley Acquisition were approximately $6.2 million and $2.2 million, respectively, for the quarter ended June 30, 2011 and $10.1 million and $3.6 million, respectively, for the six months ended June 30, 2011.

Pro forma financial results that give effect to the Langley Acquisition are not presented as it is impracticable to obtain the necessary information. EQT did not operate the acquired assets as a stand-alone business, and therefore historical financial information that is consistent with the operations under the current agreements is not available or meaningful.