v3.25.2
ACQUISITION
6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITION ACQUISITION
Midwest Pipeline Acquisition
On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated interstate natural gas transmission pipelines from ONEOK for a preliminary purchase price of $1.2 billion, which was subject to certain customary purchase price adjustments. Under the terms of the agreement, DT Midstream acquired 100% operating ownership in Guardian, Midwestern and Viking.
The cash consideration provided for the assets acquired was approximately $1.2 billion. The acquisition was accounted for using the acquisition method of accounting for business combinations. Assets acquired and liabilities assumed were measured at estimated fair value at the acquisition date. The FERC-regulated pipelines are subject to rate making and cost recovery provisions and are accounted for under ASC 980 guidance as discussed in Note 13, "Regulatory Matters" to the Consolidated Financial Statements. As such, the fair value of assets acquired and liabilities assumed subject to these provisions approximates their regulated basis, and therefore no fair value adjustments were reflected related to these amounts.
The intangible assets recorded as a result of the acquisition pertain to existing customer relationships, which were valued at approximately $11 million as of the acquisition date. The excess purchase price over the fair value of net assets acquired and liabilities assumed was classified as goodwill.
The preliminary allocation of the purchase price was based on estimated fair values of the assets acquired and liabilities assumed at the date of acquisition, December 31, 2024, and as such, the values assigned were and may be adjusted as additional information becomes available. During the three months ended June 30, 2025, we received a $10 million working capital adjustment in accordance with the Purchase and Sale Agreement, which reduced the preliminary purchase price by $10 million. During the three months ended June 30, 2025, we recorded other measurement period adjustments resulting in a net increase to goodwill of $5 million due to additional information received during the measurement period. The allocation of the purchase price is preliminary until the acquired entities' audited 2024 FERC financial statements are issued. Future adjustments to the purchase price allocation, if any, could result in changes to the amounts recognized in the consolidated financial statements, including potential adjustments to goodwill.