Acquisitions (Tables)
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12 Months Ended |
Dec. 31, 2024 |
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| Summary of Pro Forma Results of Operations |
The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had these business combinations occurred on January 1, 2022 nor is it indicative of future results.
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For the Year Ended December 31, |
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2024 |
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2023 |
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2022 |
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(unaudited) |
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(in thousands) |
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Total revenue |
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$ |
8,731,962 |
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$ |
9,836,586 |
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$ |
11,543,518 |
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Net income |
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21,221 |
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28,972 |
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65,013 |
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| Transit Energy Group [Member] |
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| Summary of Details of Business Combination |
The details of the TEG Acquisition were as follows:
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Amount |
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(in thousands) |
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Fair value of consideration transferred: |
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Cash |
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$ |
26,796 |
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GPMP Capital One Line of Credit |
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55,000 |
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Liability resulting from deferred purchase price |
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45,886 |
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Receivable from TEG |
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(156 |
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Consideration provided by Blue Owl |
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258,019 |
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Total consideration |
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$ |
385,545 |
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Assets acquired and liabilities: |
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Cash and cash equivalents |
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$ |
379 |
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Inventory |
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20,259 |
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Other assets |
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1,304 |
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Property and equipment, net |
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266,387 |
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Intangible assets |
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17,200 |
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Right-of-use assets under operating leases |
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69,254 |
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Environmental receivables |
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2,664 |
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Deferred tax asset |
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20,404 |
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Total assets |
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397,851 |
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Other liabilities |
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(2,086 |
) |
Environmental liabilities |
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(2,939 |
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Asset retirement obligations |
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(10,923 |
) |
Operating leases |
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(57,569 |
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Total liabilities |
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(73,517 |
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Total identifiable net assets |
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324,334 |
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Goodwill |
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$ |
61,211 |
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Consideration paid in cash by the Company |
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$ |
81,796 |
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Consideration provided by Blue Owl |
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258,019 |
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Less: cash and cash equivalent balances acquired |
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(379 |
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Net cash outflow |
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$ |
339,436 |
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| WTG Fuels Holdings [Member] |
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| Summary of Details of Business Combination |
The details of the WTG Acquisition were as follows:
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Amount |
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(in thousands) |
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Fair value of consideration transferred: |
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Cash |
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$ |
11,396 |
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GPMP Capital One Line of Credit |
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19,200 |
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Consideration provided by Blue Owl |
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115,041 |
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Total consideration |
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$ |
145,637 |
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Assets acquired and liabilities: |
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Cash and cash equivalents |
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$ |
60 |
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Inventory |
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5,694 |
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Other assets |
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149 |
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Property and equipment, net |
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108,522 |
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Intangible assets |
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14,440 |
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Right-of-use assets under operating leases |
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2,934 |
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Environmental receivables |
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4 |
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Deferred tax asset |
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5,865 |
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Total assets |
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137,668 |
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Other liabilities |
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(598 |
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Environmental liabilities |
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(136 |
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Asset retirement obligations |
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(6,820 |
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Operating leases |
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(2,073 |
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Total liabilities |
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(9,627 |
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Total identifiable net assets |
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128,041 |
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Goodwill |
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$ |
17,596 |
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Consideration paid in cash by the Company |
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$ |
30,596 |
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Consideration provided by Blue Owl |
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115,041 |
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Less: cash and cash equivalent balances acquired |
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(60 |
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Net cash outflow |
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$ |
145,577 |
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| Quarles Petroleum Inc [Member] |
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| Summary of Details of Business Combination |
The details of the Quarles Acquisition were as follows:
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Amount |
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(in thousands) |
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Fair value of consideration transferred: |
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Cash |
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$ |
14,847 |
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GPMP Capital One Line of Credit |
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40,000 |
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Liability resulting from contingent consideration |
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|
826 |
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Consideration provided by Blue Owl |
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129,316 |
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Total consideration |
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$ |
184,989 |
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Assets acquired and liabilities: |
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Inventory |
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$ |
12,300 |
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Other assets |
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1,181 |
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Property and equipment, net |
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146,055 |
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Right-of-use assets under operating leases |
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32,916 |
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Intangible assets |
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30,010 |
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Environmental receivables |
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8 |
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Total assets |
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222,470 |
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Other liabilities |
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(1,168 |
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Environmental liabilities |
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(316 |
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Asset retirement obligations |
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(5,195 |
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Operating leases |
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(30,802 |
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Total liabilities |
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(37,481 |
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Total identifiable net assets |
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184,989 |
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Goodwill |
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$ |
- |
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Consideration paid in cash by the Company |
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$ |
54,847 |
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Consideration provided by Blue Owl |
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129,316 |
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Net cash outflow |
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$ |
184,163 |
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| Pride Convenience Holdings, LLC Acquisition [Member] |
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| Summary of Details of Business Combination |
The details of the Pride Acquisition were as follows:
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Amount |
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(in thousands) |
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Fair value of consideration transferred: |
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Cash |
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$ |
10,617 |
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GPMP Capital One Line of Credit |
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20,000 |
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Payable to Pride Parent, LLC |
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1,460 |
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Consideration provided by Blue Owl |
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201,654 |
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Total consideration |
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$ |
233,731 |
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Assets acquired and liabilities: |
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Cash and cash equivalents |
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$ |
3,586 |
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Trade receivables |
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6,151 |
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Inventory |
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5,035 |
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Other assets |
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1,056 |
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Property and equipment |
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199,786 |
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Right-of-use assets under operating leases |
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2,245 |
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Intangible assets |
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1,824 |
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Environmental receivables |
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42 |
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Deferred tax asset |
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7,556 |
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Total assets |
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227,281 |
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Accounts payable |
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(13,310 |
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Other liabilities |
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(141 |
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Environmental liabilities |
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(70 |
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Asset retirement obligations |
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(675 |
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Operating leases |
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(2,245 |
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Total liabilities |
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(16,441 |
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Total identifiable net assets |
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210,840 |
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Goodwill |
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$ |
22,891 |
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Consideration paid in cash by the Company |
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$ |
30,617 |
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Consideration provided by Blue Owl |
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201,654 |
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Less: cash and cash equivalent balances acquired |
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(3,586 |
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Net cash outflow |
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$ |
228,685 |
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