Calumet Specialty Products Partners, L.P. - FORM 10-Q - XML - IDEA: XBRL DOCUMENT - November 4, 2011

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v2.3.0.15
Superior Acquisition
9 Months Ended
Sep. 30, 2011
Superior Acquisition [Abstract] 
Superior Acquisition
3. Superior Acquisition
     On September 30, 2011, the Company completed the acquisition of the Superior, Wisconsin refinery and associated operating assets and inventories and related business of Murphy Oil Corporation (“Murphy Oil”) for aggregate consideration of approximately $411,052 excluding certain customary post-closing purchase price adjustments (“Superior Acquisition”). The Superior Acquisition was financed by a combination of (i) net proceeds of $193,621 from the Company’s September 2011 public offering of common units, (ii) net proceeds of $180,348 from the Company’s September 2011 private placement of 9 3/8% senior notes due May 1, 2019 and (iii) borrowings under the revolving credit facility. The Company acquired the following (collectively, the “Superior Business”):
  •   Murphy Oil’s refinery located in Superior, Wisconsin and associated inventories;
 
  •   Superior’s wholesale marketing business and related assets, including certain owned or leased Murphy Oil product terminals located in Superior and Rhinelander, Wisconsin, Duluth and Crookston and Proctor, Minnesota and Toole, Utah and associated inventories and logistics assets located at each of the foregoing facilities; and
 
  •   Murphy Oil’s “SPUR” branded gasoline wholesale business and related assets.
     The Superior refinery produces gasoline, diesel, asphalt and specialty petroleum products that are marketed in the Midwest region of the U.S., including the surrounding border states, and Canada. The Superior wholesale business transports products produced at the Superior refinery through several Magellan pipeline terminals in Minnesota, Wisconsin, Iowa, North Dakota and South Dakota and through its own leased and owned product terminals located in Superior and Rhinelander, Wisconsin, Duluth, Crookston and Proctor, Minnesota and Toole, Utah. The Superior wholesale business also sells gasoline wholesale to SPUR branded gas stations, which are owned and operated by independent franchisees.
     The Company believes the Superior Acquisition provides greater scale, geographic diversity and development potential to the Company’s refining business, as the Company’s current total refining throughput capacity has increased by 50% to 135,000 barrels per day.
     As a result of the Superior Acquisition on September 30, 2011, the assets and liabilities previously held by Murphy Oil have been included in the Company’s condensed consolidated balance sheet, while the unaudited condensed consolidated statements of operations for the Company do not contain the results of the Superior Acquisition, as there were no related sales in the quarter ended September 30, 2011. In connection with the Superior Acquisition, the Company incurred acquisition costs during the third quarter of 2011 of approximately $2,072 which are reflected in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.
     The Superior Acquisition purchase price allocation has not yet been finalized due to the timing of the closing of the acquisition. The final determination of fair value for certain assets and liabilities will be completed as soon as the information necessary to complete the analysis is obtained. The preliminary allocation of the aggregate purchase price is as follows:
         
    Allocation of  
    Purchase Price  
Inventories
  $ 189,609  
Prepaid expenses and other current assets
    713  
Property, plant and equipment
    238,705  
Accrued salaries, wages and benefits
    (775 )
Pension and postretirement benefit obligations
    (17,200 )
 
     
Total purchase price
  $ 411,052  
 
     
     The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Superior Acquisition had taken place on January 1, 2010.
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Sales
  $ 1,225,692     $ 944,856     $ 3,233,347     $ 2,414,460  
Net income
  $ 70,418     $ 32,490     $ 79,556     $ 2,094  
Limited partners’ interest net income per unit — basic and diluted
  $ 1.38     $ 0.64     $ 1.56     $ 0.04  
     The Company’s historical financial information was adjusted to give effect to the pro forma events that were directly attributable to the Superior Acquisition. This unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations of the combined company.
     The unaudited pro forma financial information reflects interest expense as a result of the issuance of the 2019 Notes, amending and restating the revolving credit facility, additional borrowings under the revolving credit facility to fund a portion of the Superior Acquisition and the repayment of borrowings under the senior secured first lien term loan from the net proceeds of the 2019 Notes issued in April 2011. Additionally, the unaudited pro forma financial information reflects adjustments to depreciation expense as a result of the addition of fixed assets related to the Superior Acquisition at their estimated fair value, as well as adjustments to eliminate Superior’s income tax expense.

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