NOTE 6ACQUISITION

PNGTS Acquisition

On January 1, 2016, the Partnership acquired a 49.9 percent interest in PNGTS from a subsidiary of TransCanada (PNGTS Acquisition). The total purchase price of the PNGTS Acquisition was $228 million and consisted of $193 million in cash (including the final purchase price adjustment of $5 million) and the assumption of $35 million in proportional PNGTS debt.

The Partnership funded the cash portion of the transaction using proceeds received in 2015 from our ATM Program and additional borrowings under our Senior Credit Facility. The purchase agreement provides for additional payments to TransCanada ranging from $5 million up to a total of $50 million if pipeline capacity is expanded to various thresholds during the fifteen year period following the date of closing.

The acquisition was accounted for as a transaction between entities under common control, whereby the equity investment in PNGTS was recorded at TransCanada’s carrying value.

The net purchase price was allocated as follows:

(unaudited) (millions of dollars)
Net Purchase Price (a)		193
Less: TransCanada’s carrying value of PNGTS’ net assets at January 1, 2016		120

Excess purchase price (b)		73

^(a)

Total purchase price of $228 million less the assumption of $35 million of proportional PNGTS debt by the Partnership.

^(b)

The excess purchase price of $73 million was recorded as a reduction in Partners’ Equity.