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Business Combination
3 Months Ended
Mar. 31, 2019
Business Combination  
Business Combination

(3)  Business Combination

On March 12, 2019, AMGP and Antero Midstream Partners completed the Transactions.  The Transactions have been accounted for using the acquisition method of accounting with Antero Midstream Corporation identified as the acquirer of Antero Midstream Partners. 

 

The components of the fair value of consideration transferred are as follows (in thousands):

 

 

 

 

 

Fair value of shares of AMC common stock issued(1)

 

$

4,017,881

 

Cash

 

 

598,709

 

Total fair value of consideration transferred

 

$

4,616,590

 


(1)

The fair value of each share of AMC common stock issued in connection with the Transactions was determined to be $12.54, the closing price of AMGP common shares on March 12, 2019.

 

The following table summarizes the preliminary purchase price allocation.  Due to the proximity of the Transactions to March 31, 2019, the Company is still completing its analysis of the final purchase price allocation.  The estimated fair value of assets acquired and liabilities assumed at March 12, 2019, are as follows (in thousands):

 

 

 

 

 

Cash and cash equivalents

 

$

619,532

 

Accounts receivable–Antero Resources

 

 

142,312

 

Accounts receivable–third party

 

 

117

 

Other current assets

 

 

1,150

 

Property and equipment, net

 

 

3,639,148

 

Investments in unconsolidated affiliates

 

 

1,090,109

 

Customer relationships

 

 

558,000

 

Other assets, net

 

 

42,887

 

Total assets acquired

 

 

6,093,255

 

 

 

 

 

 

Accounts payable–Antero Resources

 

 

3,316

 

Accounts payable–third party

 

 

30,674

 

Accrued liabilities

 

 

87,021

 

Other current liabilities

 

 

537

 

Long-term debt

 

 

2,364,935

 

Contingent acquisition consideration

 

 

116,924

 

Asset retirement obligations

 

 

5,715

 

Other liabilities

 

 

2,809

 

Total liabilities assumed

 

 

2,611,931

 

Net assets acquired, excluding goodwill

 

 

3,481,324

 

Goodwill

 

 

1,135,266

 

Net assets acquired

 

$

4,616,590

 

 

The Company’s financial statements include $6 million of acquisition-related costs associated with the Transactions.  These costs were expensed as general and administrative costs.