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Business Combination
9 Months Ended
Sep. 30, 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 preliminary purchase price allocation of the Transactions, and preliminary adjustments thereto, are summarized in the table below. As of September 30, 2019, the Company was 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):

As Originally

As

Reported

Adjustments

Adjusted

Cash and cash equivalents

$

619,532

619,532

Accounts receivable–Antero Resources

142,312

142,312

Accounts receivable–third party

117

117

Other current assets

1,150

1,150

Property and equipment, net

3,639,148

(267,721)

3,371,427

Investments in unconsolidated affiliates

1,090,109

(527,549)

562,560

Customer relationships

558,000

984,000

1,542,000

Other assets, net

42,887

42,887

Total assets acquired

6,093,255

188,730

6,281,985

Accounts payable–Antero Resources

3,316

3,316

Accounts payable–third party

30,674

30,674

Accrued liabilities

87,021

87,021

Other current liabilities

537

537

Long-term debt

2,364,935

2,364,935

Contingent acquisition consideration

116,924

116,924

Asset retirement obligations

5,715

5,715

Other liabilities

2,809

2,809

Total liabilities assumed

2,611,931

2,611,931

Net assets acquired, excluding goodwill

3,481,324

188,730

3,670,054

Goodwill

1,135,266

(188,730)

946,536

Net assets acquired

$

4,616,590

$

$

4,616,590

Adjustments to the preliminary purchase price allocation stem mainly from additional information obtained by the Company in the second and third quarters of 2019 about facts and circumstances that existed as of the date of the Transactions, including updates to the completion of certain valuations to determine the underlying fair value of certain assets. The decrease in the fair value of the property and equipment resulted in a $10 million reversal of Depreciation in the unaudited condensed consolidated statement of operations. The increase in the fair value of customer relationships resulted in a $21 million increase in Amortization of customer relationships in the unaudited condensed consolidated statement of operations. All customer relationships are subject to amortization, which will be recognized over a weighted-average period of 22 years.

The purchase price allocation resulted in the recognition of $588 million of goodwill in three reporting units within the Company’s gathering and processing segment and $359 million of goodwill in two reporting units within its water handling and treatment segment. Substantially all of goodwill is expected to be deductible for tax purposes. Goodwill represents the efficiencies realized with simplifying our corporate structure to own, operate and develop midstream energy infrastructure primarily to service Antero Resources.

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.