Business Combination

6 Months Ended

Jun. 30, 2013

Business Combination

Business Combination

4. Business Combination

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, subject to final purchase price adjustments.  The acquired assets include a 200 MMcf/d cryogenic gas processing plant (the “Buffalo Creek Plant”) currently under construction, 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 high-pressure 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 facilities acquired.  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 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 Condensed Consolidated Balance Sheets.  The deferred contract costs will be amortized over the extension term.  This $20 million is not considered to be part of the purchase price of Buffalo Creek Acquisition and is not included in the purchase prices allocation table below.

The Buffalo Creek Acquisition is accounted for as a business combination.  The total purchase price is allocated to 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 Southwest segment.

The following table summarizes the preliminary purchase price allocation for the Buffalo Creek Acquisition (in thousands):

Assets:
Property, plant and equipment	$	149,382
Goodwill	2,682
Intangible asset	84,500
Liabilities:
Accounts payable	11,354
Total	$	225,210

As of June 30, 2013, the purchase price for the Buffalo Creek Acquisition is $225.2 million subject to further working capital adjustments.  Due to the potential change in assumed liabilities due to estimates and the further working capital adjustments, the purchase price allocation is subject to further adjustment, which could impact depreciation and amortization expense.

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.

The intangible asset consists of an identifiable customer contract with Chesapeake.  The asset results from the value obtained related to the dedicated acreage and significant fee-based revenues the Partnership will earn.  The acquired intangible will be amortized on a straight-line basis over the estimated remaining customer contract useful life of 20 years.

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.