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ACQUISITIONS
6 Months Ended
Jun. 30, 2015
ACQUISITIONS [Abstract]  
ACQUISITIONS

3. ACQUISITIONS

 

We account for acquisitions using the acquisition method and record the identifiable assets acquired and liabilities assumed at their acquisition-date fair values. We have included the results of operations in our operating results from the acquisition date.

 

On February 27, 2015, Midcoast Energy Partners, L.P., or MEP, acquired the midstream business of New Gulf Resources, LLC, or NGR, in Leon, Madison and Grimes Counties, Texas for $85.1 million in cash and a contingent future payment of up to $17.0 million. During the three months ended June 30, 2015, the purchase price was reduced to $85.0 million to reflect a $0.1 million purchase price adjustment in accordance with the final settlement statement received from NGR. Of the $85.0 million purchase price, $20.0 million was placed into escrow, pending the resolution of a legal matter and NGR's completion of additional wells connecting to our system. Since the acquisition date, MEP has released $4.0 million from escrow and paid it to NGR. The remaining $16.0 million in escrow has been classified as “Restricted cash” in our consolidated statements of financial position as of June 30, 2015.

 

If NGR is able to deliver volumes into the system at certain tiered volume levels over a five-year period, MEP will be obligated to make future tiered payments up to $17.0 million. This could result in a maximum total purchase price of $102.0 million. The potential payment is considered contingent consideration. At the acquisition date, the fair value of this contingent consideration, using a probability-weighted discounted cash flow model was $2.3 million. The contingent consideration is remeasured on a fair value basis each quarter until the performance bonus is paid or expires. At June 30, 2015, contingent consideration of $2.4 million, which includes $0.1 million in accretion, is included in “Other long-term liabilities” in our consolidated statements of financial position.

 

The acquisition consisted of a natural gas gathering system that is currently in operation moving equity and third-party production. This acquisition strengthened MEP's position into the Eaglebine play, and will continue to allow them to offer gathering and processing services while leveraging assets on their existing footprint. Funding was provided by us and MEP, based on our proportionate ownership percentages in Midcoast Operating, L.P., or Midcoast Operating, at the time of acquisition, which was 48.4% and 51.6%, respectively. This business is part of our Natural Gas segment.