On April 30, 2021, we completed the acquisition of Amarillo Rattler, LLC, the owner of a gathering and processing system located in the Midland Basin. In connection with the purchase, we entered into an amended and restated natural gas gathering and processing agreement with Diamondback E&P LLC, strengthening our dedicated acreage position with that entity. We acquired the system with an upfront payment of $50.0 million, which was paid with cash-on-hand, with an additional $10.0 million that was paid on April 30, 2022, and contingent consideration capped at $15.0 million and payable between 2024 and 2026 based on Diamondback E&P LLC’s drilling activity above historical levels.

Under the acquisition method of accounting, the acquired assets of Amarillo Rattler, LLC have been recorded at their respective fair values as of the date of the acquisition. Determining the fair value of the assets of Amarillo Ratter, LLC requires judgment and certain assumptions to be made, particularly related to the valuation of acquired customer relationships. The inputs and assumptions related to the customer relationships are categorized as level 3 in the fair value hierarchy. The following table presents the fair value of the identified assets received and liabilities assumed at the acquisition date (in millions):


Consideration
Cash (including working capital payment)	$	50.6
Installment payable	10.0
Contingent consideration fair value (1)	6.9
Total consideration:	$	67.5

Purchase price allocation
Assets acquired:
Current assets (including $1.3 million in cash)	$	1.4
Property and equipment	16.3
Intangible assets	50.6
Other assets, net (2)	0.6
Liabilities assumed:
Current liabilities	(0.8)
Other long-term liabilities (2)	(0.6)
Net assets acquired	$	67.5

(1)The estimated fair value of the Amarillo Rattler, LLC contingent consideration was calculated in accordance with the fair value guidance contained in ASC 820. There are a number of assumptions and estimates factored into these fair values and actual contingent consideration payments could differ from the estimated fair values.

(2)“Other assets, net” and “Other long-term liabilities” consist of the right-of-use asset and lease liability, respectively, recorded through the acquisition of Amarillo Rattler, LLC.

On July 1, 2022, we completed the Barnett Shale Acquisition for a cash purchase price of $275.0 million plus working capital of $14.5 million. These assets include approximately 400 miles of lean and rich natural gas gathering pipeline and three processing plants with 425 MMcf/d of total processing capacity. We completed this acquisition to increase the scale of our North Texas assets and realize efficiencies by redeploying redundant assets to our other segments, including the Permian segment in the near-term and the CCS business in the future.


Consideration
Cash (including working capital payment)	$	289.5

Purchase price allocation
Assets acquired:
Current assets	$	17.3
Property and equipment	275.0
Liabilities assumed:
Current liabilities	(2.8)
Net assets acquired	$	289.5

We incurred $0.4 million of transaction costs related to the Barnett Shale Acquisition for the year ended December 31, 2022. These costs are included in general and administrative costs in the accompanying consolidated statements of operations.

On December 19, 2022, we completed the Central Oklahoma Acquisition for a cash purchase price of $95.8 million plus working capital of $5.1 million and an earnout valued at $1.3 million as of December 31, 2022, which was calculated in accordance with ASC 820. The earnout is payable between 2024 and 2027 based on fee revenue earned on certain contractually specified volumes for the annual periods beginning January 1, 2023 through December 31, 2026. The acquired assets include approximately 900 miles of lean and rich natural gas gathering pipeline and two processing plants with 280 MMcf/d of total processing capacity. We completed this acquisition to increase the scale and efficiency of our Central Oklahoma assets.


Consideration
Cash (including working capital payment)	$	100.9
Contingent consideration	1.3
Total consideration	$	102.2

Purchase price allocation
Assets acquired:
Current assets	$	6.0
Property and equipment	97.1
Other assets, net (1)	0.9
Liabilities assumed:
Current liabilities	(1.4)
Other long-term liabilities (1)	(0.4)
Net assets acquired	$	102.2

We incurred $0.3 million and $0.5 million of transaction costs related to the Central Oklahoma Acquisition for the years ended December 31, 2023 and December 31, 2022, respectively. These costs are included in general and administrative costs in the accompanying consolidated statements of operations.

Contingent Consideration. The following table represents our change in carrying value of the Amarillo Rattler Acquisition and Central Oklahoma Acquisition contingent consideration liabilities for the periods presented (in millions):


	Year Ended December 31,
	2023		2022		2021
Amarillo Rattler Acquisition contingent consideration
Contingent consideration liability, beginning of period	$	4.2	$	6.9	$	—
Contingent consideration liability recorded upon acquisition (1)	—		—		6.9
Change in fair value	0.6		(2.7)		—
Contingent consideration liability, end of period	$	4.8	$	4.2	$	6.9

Central Oklahoma Acquisition contingent consideration
Contingent consideration liability, beginning of period	$	1.3	$	—	$	—
Contingent consideration liability recorded upon acquisition (2)	—		1.3		—
Change in fair value	0.6		—		—
Contingent consideration liability, end of period	$	1.9	$	1.3	$	—

Total contingent consideration
Contingent consideration liability, beginning of period	$	5.5	$	6.9	$	—
Contingent consideration liability recorded upon acquisition (1)(2)	—		1.3		6.9
Change in fair value	1.2		(2.7)		—
Contingent consideration liability, end of period	$	6.7	$	5.5	$	6.9

The following unaudited pro forma condensed consolidated financial information (in millions) for the years ended December 31, 2022 and 2021 gives effect to the Barnett Shale Acquisition on July 1, 2022 and the Central Oklahoma Acquisition on December 19, 2022 as if each of the acquisitions had occurred on January 1, 2021. On a historical pro forma basis, our consolidated revenues, net income (loss), total assets, and earnings per unit amounts would not have differed materially had the Amarillo Rattler Acquisition been completed on January 1, 2021 rather than April 30, 2021.

The unaudited pro forma condensed consolidated 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.


	Year Ended December 31,
	2022		2021
Pro forma total revenues	$	9,630.4	$	6,782.9
Pro forma net income	$	534.3	$	157.5

On November 1, 2023, we sold certain ORV crude assets in our Louisiana segment to a subsidiary of Ergon, Inc. in exchange for cash consideration of approximately $59.2 million, subject to post-closing purchase price adjustments, and a contingent payment of an additional $0.5 million subject to the buyer’s pursuit of certain commercial opportunities within three years after the acquisition date.