This excerpt taken from the ETP 8-K filed Jan 8, 2007.
On April 19, 2006, ETP signed a definitive agreement with Titan Energy Partners, L.P. under which ETP acquired, on June 1, 2006, all of the propane operations of Titan Energy Partners, L.P. and Titan Energy GP, LLC for approximately $548 million, net of cash acquired of $24.5 million at June 1, 2006. ETP financed the acquisition initially with advances under its revolving credit facility. ETP subsequently repaid the revolving credit advances with proceeds received through a combination of the sale of a new public debt offering and a private placement of its Class G limited partner units, as discussed below under Financing Transactions.
The Titan acquisition is accounted for as a business combination using the purchase method of accounting in accordance with the provisions of Statement of Financial Accounting Standards No. 141. The total cost of the Titan acquisition was as follows (in thousands):
For purposes of this pro forma analysis, the purchase price of the Titan transaction has been allocated using the independent valuation obtained subsequent to August 31, 2006. For purposes of the historical consolidated balance sheet of ETP as of August 31, 2006, the purchase price was assigned primarily to depreciable fixed assets, amortizable and non-amortizable intangible assets, and non-amortizable goodwill. Management of ETP engaged an appraisal firm to perform the asset appraisal in order to develop a definitive allocation of the purchase price. As a result, the purchase price allocation reflected herein differs from the preliminary allocation. The adjusted pro forma purchase price allocation is as follows (in thousands):
This excerpt taken from the ETP 10-K filed Nov 13, 2006.
On June 1, 2006, we completed the Titan acquisition. In recording the Titan acquisition, we followed our normal accounting procedures and internal controls. Our management also reviewed the operations of Titan from the date of the acquisition that are included in our earnings for the fiscal year ended August 31, 2006. In addition, we obtained disclosure information from former Titan (now Titan Energy Partners, L.P.) employees and reviewed the Titan historical audited and subsequent unaudited interim financial statements and notes accompanying the financial statements. We are continuing to integrate our internal controls into these operations, and it is expected that this effort will continue into future fiscal quarters of 2007. As a result, Titans business has been excluded from our fiscal 2006 internal control assessment.
We have excluded Titans business from our internal control assessment for the following reasons: