Acquisition

On July 2, 2012, the Partnership, through a wholly-owned subsidiary, acquired all of the issued and outstanding common stock of Clearfield Energy, Inc. and its wholly owned subsidiaries (collectively, “Clearfield”). Clearfield’s business included crude oil pipelines, a barge loading terminal on the Ohio River, a rail loading terminal on the Ohio Central Railroad network, a trucking fleet and brine disposal wells. All of these assets are included in the Partnership’s ORV segment.

Purchase Price Allocation

The Partnership paid approximately $215.4 million in cash in the acquisition. The following table is a summary of the consideration paid in the Clearfield acquisition and the purchase price allocation for the fair value of the assets acquired and liabilities assumed at the acquisition date:



Purchase Price Allocation (in thousands):
Purchase Price to Clearfield Energy, Inc.	$	215,397
Total Purchase Price	$	215,397

Assets acquired:
Current assets	$	17,622
Assets held for disposition	19,358
Property, plant and equipment	91,422
Goodwill	153,802
Intangibles	37,600
Liabilities assumed:
Current liabilities	(28,274		)
Liabilities held for disposition	(1,400		)
Deferred taxes	(65,228		)
Long term liabilities	(9,505		)
Total purchase price	$	215,397

Pro Forma Information

The following unaudited pro forma condensed financial data for the three and six months ended June 30, 2012 gives effect to the Clearfield acquisition as if it had occurred on January 1, 2012. The unaudited pro forma condensed financial information has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the transactions taken place on the dates indicated and is not intended to be a projection of future results.



	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
	(In thousands)
Pro forma total revenues	$	433,653		$	926,272
Pro forma net loss	$	(3,592	)	$	(1,878	)
Pro forma net loss attributable to Crosstex Energy, Inc.	$	(2,194	)	$	(3,217	)
Pro forma net loss per common share:
Basic and Diluted	$	(0.05	)	$	(0.07	)