Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The table below represents the purchase price (in millions):

Base purchase price:	$	624.7
Add: closing net working capital (as defined in the 3 Bear Purchase Agreement)	3.6
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement)	(80.6)
Cash paid for the adjusted purchase price	547.7
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement)	80.6
Purchase price	$	628.3

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the final fair values of assets acquired and liabilities assumed in the Delaware Gathering Acquisition as of June 1, 2022 (in millions):

Assets acquired:
Cash and cash equivalents	$	2.7
Accounts receivables, net	28.9
Inventories	1.8
Other current assets	1.0
Property, plant and equipment	382.8
Operating lease right-of-use assets	7.4
Goodwill	14.8
Other intangibles, net (1)	223.5
Other non-current assets	0.5
Total assets acquired	663.4
Liabilities assumed:
Accounts payable	8.0
Accrued expenses and other current liabilities	22.4
Current portion of operating lease liabilities	1.0
Asset retirement obligations	2.3
Operating lease liabilities, net of current portion	1.4
Total liabilities assumed	35.1
Fair value of net assets acquired	$	628.3

(1)The acquired intangible assets amount includes the following identified intangibles:

•Customer relationships intangible that is subject to amortization with a preliminary fair value of $210.0 million, which will be amortized over an 11.6-year useful life.

•Rights-of-way intangible that is subject to amortization with a preliminary fair value of $13.5 million, which will be amortized over the weighted-average useful life of 25.4 years.

Business Acquisition, Pro Forma Information

The following table summarizes the unaudited pro forma financial information of the Company assuming the Delaware Gathering Acquisition had occurred on January 1, 2022. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the Delaware Gathering Acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense and amortization of deferred financing costs associated with revolving credit facility borrowings incurred in connection with the Delaware Gathering Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair values of acquired customer relationships intangible (iv) accounting policy alignment, and (v) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the Delaware Gathering Acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Delaware Gathering Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.

	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
(in millions, except per share data)
Net sales	$	5,324.9	$	15,865.2
Net income attributable to Delek	$	10.1	$	374.1
Net income per share:
Basic income per share	$	0.14	$	5.23
Diluted income per share	$	0.14	$	5.19