Acquisition (Tables)

9 Months Ended

Sep. 30, 2016

A summary of the total purchase price is as follows:



	Purchase Price
	(in millions)
Fair value of CVR Partners common units issued, as of the close of the East Dubuque Merger	$	335.7
Cash payment to CVR Nitrogen common unitholders and certain phantom unit holders	99.2
Fair value of consideration transferred	434.9
Fair value of parent affiliate units (1)	4.6
Total purchase price consideration to be allocated	$	439.5

The fair value of the unit consideration was determined as follows:




	Fair Value of Unit Consideration
	(in thousands, except per unit data)
CVR Nitrogen common units outstanding, as of the close of the merger	38,985
Less: Parent affiliate units (1)	400
Net units subject to merger consideration	38,585
Unit consideration per CVR Nitrogen common unit	1.04
Number of CVR Partners common units issued for merger consideration	40,129
Number of CVR Partners common units issued for CVR Nitrogen phantom units issued to noncontinuing employees and CVR Nitrogen board members (2)	26
Total number of CVR Partners units issued	40,155
Fair value per CVR Partners common unit, as of the close of the East Dubuque Merger	$	8.36
Fair value of CVR Partners common units issued	$	335.7

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(1)	See above for discussion of parent affiliate units.


(2)	As discussed above, each phantom unit granted and outstanding and held by (i) an employee who did not continue in the employment of a CVR Partners-affiliated entity, or (ii) a director of CVR Nitrogen GP, upon closing of the East Dubuque Merger, vested in full and the holders thereof received the merger consideration.

Summary of preliminary purchase price allocation

The following table, set forth below, displays the estimated purchase price allocated to CVR Nitrogen's net tangible assets based on their fair values as of April 1, 2016. There were no identifiable intangible assets.



	Purchase Price Allocation
	(in millions)
Cash	$	35.4
Accounts receivable	8.9
Inventories	49.5
Prepaid expenses and other current assets	5.2
Property, plant and equipment	774.9
Other long-term assets	1.1
Deferred revenue	(29.8		)
Other current liabilities	(37.0		)
Long-term debt	(367.5		)
Other long-term liabilities	(1.2		)
Total fair value of net assets acquired	439.5
Less: Cash acquired	35.4
Total consideration transferred, net of cash acquired	$	404.1

Summary of noncontrolling interest in CVR Partners

A summary of the effect of the change in CVR Energy's ownership interest in CVR Partners on the equity attributable to CVR Energy, as a result of CVR Partners issuance of the unit consideration in connection with the East Dubuque Merger, is as follows:



	Noncontrolling Interest
	(in millions)
Fair value of CVR Partners common units issued, as of the close of the East Dubuque Merger	$	335.7
Less: Change in CVR Energy's noncontrolling interest in CVR Partner's equity due to the East Dubuque Merger	292.8
Adjustment to additional paid-in capital, as of the close of the East Dubuque Merger	$	42.9