Business Combinations

12 Months Ended

Dec. 31, 2023

Note 12. Business Combinations

On February 17, 2022, an affiliate of Enterprise acquired all of the member interests in Navitas Midstream Partners, LLC (“Navitas Midstream”) for $3.2 billion in cash. We funded the cash consideration using proceeds from the issuance of short-term notes under EPO’s commercial paper program and cash on hand.

Navitas Midstream's assets (the “Midland Basin System”) include approximately 1,750 miles of pipelines and over 1.0 Bcf/d of cryogenic natural gas processing capacity. The acquired business expands our natural gas processing and NGL businesses to the Midland Basin in West Texas.

The acquisition of Navitas Midstream was accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The preliminary allocation of purchase consideration was based upon the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition. The preliminary allocation was made to major categories of assets and liabilities based on management’s best estimates and supported by an independent third-party analysis.

We engaged an independent third party business valuation expert to assist us in estimating the fair values of the tangible and intangible assets of Navitas Midstream. The following table summarizes the final fair value allocation of assets acquired and liabilities assumed in the acquisition at February 17, 2022 (the effective date of the acquisition).

Purchase price for 100% interest in Navitas Midstream	$	3,231
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	27
Property, plant and equipment		2,080
Contract-based intangible asset		989
Assumed liabilities, net of acquired other assets (1)		(24	)
Total identifiable net assets	$	3,072
Goodwill	$	159

(1)	Assumed liabilities primarily include accounts payable, other current liabilities, lease liabilities and asset retirement obligations. Acquired other assets primarily include accounts receivable, other current assets and ROU assets. None of these amounts were considered individually significant.

The contribution of this newly acquired business to our consolidated revenues and net income was not material during the year ended December 31, 2022. Additionally, acquisition related costs were not material during the year ended December 31, 2022.

On a historical pro forma basis, our revenues, costs and expenses, operating income, net income attributable to common unitholders and earnings per unit for the years ended December 31, 2022 and 2021 would not have differed materially from those we actually reported had the acquisition been completed on January 1, 2021 rather than February 17, 2022.