XML 38 R20.htm IDEA: XBRL DOCUMENT v3.8.0.1
Subsequent Events
12 Months Ended
Dec. 31, 2017
Subsequent Events [Abstract]  
Subsequent Events
Note 14. Subsequent Events
On January 31, 2018, Black Diamond completed the Acquisition of Saddle Butte from Saddle Butte Pipeline II, LLC (Seller). The aggregate purchase price for the Acquisition was approximately $638.5 million in cash, which included certain pre-closing adjustments made in proportion to each party’s respective ownership interest. The purchase price is subject to customary adjustments following closing. Noble Member and Greenfield Member funded their share of the purchase price, approximately $319.9 million and $318.6 million, respectively, through contributions to Black Diamond. Noble Member funded its share of the purchase price through a combination of cash on hand, proceeds from the Unit Offering and borrowings under its revolving credit facility. In accordance with the Black Diamond Gathering LLC Agreement, Noble Member received a 54.4% equity ownership interest in Black Diamond and Greenfield Member received a 45.6% equity ownership interest in Black Diamond. In addition to the payment to the Sell, Black Diamond, through an additional contribution from Greenfield Member, paid PDC Energy, Inc. (PDC Energy) approximately $24.1 million to expand PDC Energy’s acreage dedication as well as expand the duration of the acreage dedication by five years.
In conjunction with the closing of the Acquisition, Midstream Services, as the Borrower, requested and obtained an increase in the aggregate commitment under the Credit Agreement, increasing the size of the revolving credit facility under the Credit Agreement from $350 million to $530 million. This increase in aggregate commitment became effective on January 31, 2018. On January 31, 2018, in connection with the closing of the Acquisition, the Partnership, JPMorgan Chase Bank, N.A., and the other lenders party thereto entered into the Second Amendment to Credit Agreement (the Second Amendment). The Second Amendment amends the Credit Agreement, dated September 20, 2016. The Second Amendment, among other things, modifies the terms of the Credit Agreement to add specific approval for the Acquisition and add Material Subsidiaries (as defined in the Credit Agreement), Laramie River DevCo LP and Noble Member, as guarantors under the Credit Agreement.
In connection with the closing of the Acquisition, the Partnership borrowed $300 million under its revolving credit facility to fund its share of the purchase price. As of January 31, 2018, $410 million was outstanding under our revolving credit facility.