v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Gravity Acquisition
On January 2, 2025, Delek Logistics purchased 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken Basin (the “Gravity Acquisition”) for total consideration of $300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3 million in cash consisting of a cash deposit of $22.8 million paid in December 2024 upon execution of the purchase agreement and $186.5 million paid at closing on January 2, 2025, and 2,175,209 of Delek Logistics’ common units.
This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.
Determination of Purchase Price
The table below presents the purchase price (in millions):
Base purchase price:$291.6 
Plus: Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement)
3.8 
Plus: Various closing adjustments
5.4 
Adjusted purchase price$300.8 
Cash paid $209.3 
Fair value of common units issued (1)
91.5 
Purchase price$300.8 
(1)The increase from the $85.0 million base purchase price outlined in the purchase agreement for the common unit consideration was driven by an appreciation in the common unit price.
Purchase Price Allocation
The following table summarizes the fair values of assets acquired and liabilities assumed in the Gravity Acquisition as of January 2, 2025 (in millions):
Assets acquired:
Cash and cash equivalents$5.3 
Accounts receivables16.4 
Inventories1.8 
Other current assets1.7 
Property, plant and equipment191.5 
Operating lease right-of-use assets0.1 
Other intangibles (1)
98.2 
Other non-current assets0.1 
Total assets acquired315.1 
Liabilities assumed:
Accounts payable2.5 
Accrued expenses and other current liabilities5.7 
Current portion of operating lease liabilities0.1 
Asset retirement obligations6.0 
Total liabilities assumed14.3 
Fair value of net assets acquired$300.8 
(1)The acquired intangible assets amount includes the following identified intangibles:
•Customer relationship intangible that is subject to amortization with a fair value of $66.3 million, which will be amortized over approximately 32 years.
•Rights-of-way intangibles are valued at $31.9 million, the majority of which have an indefinite life.
The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.
Customer relationships were valued using the income approach, with essential assumptions including projected revenues from these relationships, attrition rates, operating margins, and discount rates.
The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. See Note 11 for further information. For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature.