NOTE 4 – ACQUISITIONS

Rangely Acquisition

On June 30, 2014, our Predecessor completed an acquisition of a 25% non-operated net working interest in oil and natural gas liquids producing assets in the Rangely field in northwest Colorado from Merit Management Partners I, L.P., Merit Energy Partners III, L.P. and Merit Energy Company, LLC (collectively, “Merit Energy”) for $408.9 million in cash, net of purchase price adjustments (the “Rangely Acquisition”). The purchase price was funded through borrowings under our Predecessor’s revolving credit facility, the issuance of an additional $100.0 million of our Predecessor’s 7.75% senior notes (“7.75% Senior Notes”) and the issuance of 15,525,000 of our Predecessor’s common limited partner units. The Rangely Acquisition had an effective date of April 1, 2014. Our Predeccesor’s consolidated financial statements reflected the operating results of the acquired business commencing June 30, 2014 with the transaction closing.

Our Predecessor accounted for this transaction under the acquisition method of accounting. Accordingly, our Predecessor evaluated the identifiable assets acquired and liabilities assumed at their respective acquisition date fair values. In conjunction with the issuance of common limited partner units associated with the acquisition, our Predecessor recorded $11.6 million of transaction fees, which were included with our Predecessor’s common limited partners’ interests for the year ended December 31, 2014 on our Predecessor’s consolidated balance sheet. All other costs associated with the acquisition of assets were expensed as incurred.

The following table presents the values assigned to the assets acquired and liabilities assumed in the acquisition, based on their estimated fair values at the date of the acquisition (in thousands):

Assets:
Prepaid expenses and other	$	4,041
Property, plant and equipment		405,416
Other assets, net		2,888
Total assets acquired	$	412,345
Liabilities:
Accrued liabilities		2,117
Asset retirement obligation		1,305
Total liabilities assumed		3,422
Net assets acquired	$	408,923

Other Acquisitions:

Arkoma Acquisition

On June 5, 2015, our Predecessor completed the acquisition of ATLS’s coal-bed methane producing natural gas assets in the Arkoma Basin in eastern Oklahoma for $31.5 million, net of purchase price adjustments (the “Arkoma Acquisition”). Our Predecessor funded the purchase price through the issuance of 6,500,000 common limited partner units. The Arkoma Acquisition had an effective date of January 1, 2015. Our Predecessor accounted for the Arkoma Acquisition as a transaction between entities under common control (see Note 2).

Eagle Ford Acquisition

On November 5, 2014, our Predecessor and AGP completed an acquisition of oil and natural gas liquid interests in the Eagle Ford Shale in Atascosa County, Texas from Cima Resources, LLC and Cinco Resources, Inc. (together “Cinco”) for $342.0 million, net of purchase price adjustments (the “Eagle Ford Acquisition”). Our Predecessor paid $183.1 million in cash and $19.9 million was paid by AGP at closing, and $139.0 million was to be paid in four quarterly installments beginning December 31, 2014. On December 31, 2014, AGP made its first installment payment of $35.0 million related to its Eagle Ford Acquisition. Prior to the March 31, 2015 installment, our Predecessor, AGP and Cinco amended the purchase and sale agreement to alter the timing and amount of the quarterly payments beginning with the March 31, 2015 payment and ending December 31, 2015, with no change to the overall purchase price. On March 31, 2015, AGP paid $28.3 million and our Predecessor issued $20.0 million of its Class D Preferred Units (see Note 13) to satisfy the second installment related to the Eagle Ford Acquisition. On June 30, 2015, AGP paid $16.0 million and our Predecessor paid $0.6 million to satisfy the third installment related to the Eagle Ford Acquisition. On July 8, 2015, AGP sold to our Predecessor, for a purchase price of $1.4 million, AGP’s interest in a portion of the acreage AGP acquired in the Eagle Ford Acquisition. In September 2015, our Predecessor agreed with AGP to have AGP transfer its remaining $36.3 million of deferred purchase obligation, along with the related undeveloped natural gas and oil properties, to our Predecessor. On October 1, 2015 our Predecessor paid $17.5 million to satisfy the fourth installment related to the Eagle Ford Acquisition. On December 31, 2015 our Predecessor paid $21.6 million to satisfy the final installment related to the Eagle Ford Acquisition. Our Predecessor’s issuance of Class D Preferred Units in March 2015 represented a non-cash transaction for statement of cash flow purposes during the year ended December 31, 2015.

GeoMet Acquisition

On May 12, 2014, our Predecessor completed the acquisition of certain assets from GeoMet, Inc. (“GeoMet”) (OTCQB: GMET) for $97.9 million in cash, net of purchase price adjustments, with an effective date of January 1, 2014. The assets included coal-bed methane producing natural gas assets in West Virginia and Virginia.