ACQUISITIONS | 3. ACQUISITIONS In connection with the Acquisitions, we entered into various agreements with Valero related to the acquisition agreements, including an amended and restated omnibus agreement, an amended and restated services and secondment agreement, lease agreements, and additional schedules to our commercial agreements. See Note 4 for a summary of the terms of these agreements. Texas Crude Systems Business On July 1, 2014 , we acquired the Texas Crude Systems Business from Valero for total cash consideration of $154.0 million . The Texas Crude Systems Business is engaged in the business of transporting, terminaling, and storing crude oil and refined petroleum products through various pipeline and terminal systems that compose the McKee Crude System (supporting Valero’s McKee Refinery), the Three Rivers Crude System (supporting Valero’s Three Rivers Refinery), and the Wynnewood Products System (supporting Valero’s Ardmore Refinery). Houston and St. Charles Terminals Services Business Effective March 1, 2015 , we acquired two subsidiaries from Valero that own and operate crude oil, intermediates, and refined petroleum products terminals supporting Valero’s Houston Refinery (in Houston, Texas) and St. Charles Refinery (in Norco, Louisiana) for total consideration of $671.2 million , which consisted of (i) a cash distribution of $571.2 million and (ii) the issuance of 1,908,100 common units and 38,941 general partner units having an aggregate value of $100.0 million . We funded the cash distribution to Valero with $211.2 million of our cash on hand, $200.0 million of borrowings under our revolving credit facility, and $160.0 million of proceeds from a subordinated credit agreement with Valero. See Note 7 for further discussion of the borrowings under our revolving credit facility and subordinated credit agreement. Corpus Christi Terminal Services Business Effective October 1, 2015 , we acquired Valero’s Corpus Christi East Terminal and Corpus Christi West Terminal (collectively, the Corpus Christi Terminal Services Business) for total consideration of $465.0 million , which consisted of (i) a cash distribution of $ 395.0 million and (ii) the issuance of 1,570,513 common units and 32,051 general partner units having an aggregate value of $70.0 million . We funded the cash distribution to Valero with $395.0 million of proceeds from a subordinated credit agreement with Valero. The Corpus Christi Terminal Services Business is engaged in the business of terminaling crude oil, intermediates, and refined petroleum products at terminals in Corpus Christi, Texas and supports Valero’s Corpus Christi East and West Refineries. See Note 7 for further discussion of the borrowings under our subordinated credit agreement. McKee Terminal Services Business Effective April 1, 2016 , we acquired a subsidiary from Valero that owns and operates a crude oil, intermediates, and refined petroleum products terminal (the McKee Terminal) that supports Valero’s McKee Refinery (in Sunray, Texas) for total consideration of $240.0 million , which consisted of (i) a cash distribution of $204.0 million and (ii) the issuance of 728,775 common units and 14,873 general partner units having an aggregate value of $36.0 million . We funded the cash distribution to Valero with $65.0 million of our cash on hand and $139.0 million of borrowings under our revolving credit facility. See Note 7 for further discussion of the borrowings under our revolving credit facility. Meraux and Three Rivers Terminal Services Business Effective September 1, 2016 , we acquired Valero’s Meraux Terminal and Three Rivers Terminal (collectively, the Meraux and Three Rivers Terminal Services Business) for total consideration of $325.0 million which consisted of (i) a cash distribution of $276.0 million and (ii) the issuance of 1,149,905 common units and 23,467 general partner units having an aggregate value of $49.0 million . We funded the cash distribution to Valero with $66.0 million of our cash on hand and $210.0 million of borrowings under our revolving credit facility. See Note 7 for further discussion of the borrowings under our revolving credit facility. Reconciliation of Previously Reported to Currently Reported Financial Information The following tables present our previously reported balance sheets as of December 31, 2015 and 2014 (as presented in Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC on August 4, 2016) retrospectively adjusted for the acquisition of the Meraux and Three Rivers Terminal Services Business (in thousands). December 31, 2015 Valero Energy Partners LP (Previously Reported) Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) ASSETS Current assets: Cash and cash equivalents $ 80,783 $ — $ 80,783 Receivables from related party 18,088 — 18,088 Prepaid expenses and other 632 — 632 Total current assets 99,503 — 99,503 Property and equipment, at cost 1,110,399 66,444 1,176,843 Accumulated depreciation (310,558 ) (15,004 ) (325,562 ) Property and equipment, net 799,841 51,440 851,281 Deferred charges and other assets, net 3,322 — 3,322 Total assets $ 902,666 $ 51,440 $ 954,106 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities: Current portion of debt and capital lease obligations $ 913 $ — $ 913 Accounts payable 9,264 — 9,264 Accrued liabilities 1,690 — 1,690 Taxes other than income taxes 1,276 — 1,276 Deferred revenue from related party 129 — 129 Total current liabilities 13,272 — 13,272 Debt and capital lease obligations, net of current portion 175,246 — 175,246 Notes payable to related party 370,000 — 370,000 Deferred income taxes 320 — 320 Other long-term liabilities 1,116 — 1,116 Partners’ capital: Common unitholders – public 581,489 — 581,489 Common unitholder – Valero 28,430 — 28,430 Subordinated unitholder – Valero (313,961 ) — (313,961 ) General partner – Valero (5,805 ) — (5,805 ) Net investment 52,559 51,440 103,999 Total partners’ capital 342,712 51,440 394,152 Total liabilities and partners’ capital $ 902,666 $ 51,440 $ 954,106 December 31, 2014 Valero Energy Partners LP (Previously Reported) Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) ASSETS Current assets: Cash and cash equivalents $ 236,579 $ — $ 236,579 Receivables from related party 8,499 — 8,499 Prepaid expenses and other 727 — 727 Total current assets 245,805 — 245,805 Property and equipment, at cost 1,059,032 60,275 1,119,307 Accumulated depreciation (273,398 ) (12,651 ) (286,049 ) Property and equipment, net 785,634 47,624 833,258 Deferred charges and other assets, net 1,385 — 1,385 Total assets $ 1,032,824 $ 47,624 $ 1,080,448 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities: Current portion of debt and capital lease obligations $ 1,200 $ — $ 1,200 Accounts payable 4,297 — 4,297 Accrued liabilities 1,054 — 1,054 Taxes other than income taxes 765 — 765 Deferred revenue from related party 124 — 124 Total current liabilities 7,440 — 7,440 Debt and capital lease obligations, net of current portion 1,519 — 1,519 Deferred income taxes 830 — 830 Other long-term liabilities 1,065 — 1,065 Partners’ capital: Common unitholders – public 374,954 — 374,954 Common unitholder – Valero 58,844 — 58,844 Subordinated unitholder – Valero 146,804 — 146,804 General partner – Valero 4,617 — 4,617 Net investment 436,751 47,624 484,375 Total partners’ capital 1,021,970 47,624 1,069,594 Total liabilities and partners’ capital $ 1,032,824 $ 47,624 $ 1,080,448 The following tables present our previously reported statements of income for the years ended December 31, 2015 , 2014 , and 2013 (as presented in Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC on August 4, 2016) retrospectively adjusted for the acquisition of the Meraux and Three Rivers Terminal Services Business (in thousands). Year Ended December 31, 2015 Valero Energy Partners LP (Previously Reported) Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) Operating revenues – related party $ 243,624 $ — $ 243,624 Costs and expenses: Operating expenses 92,025 13,948 105,973 General and administrative expenses 14,013 507 14,520 Depreciation expense 42,724 2,954 45,678 Total costs and expenses 148,762 17,409 166,171 Operating income (loss) 94,862 (17,409 ) 77,453 Other income, net 223 — 223 Interest and debt expense, net of capitalized interest (6,113 ) — (6,113 ) Income (loss) before income taxes 88,972 (17,409 ) 71,563 Income tax expense 251 — 251 Net income (loss) 88,721 (17,409 ) 71,312 Less: Net loss attributable to Predecessor (43,157 ) (17,409 ) (60,566 ) Net income attributable to partners $ 131,878 $ — $ 131,878 Year Ended December 31, 2014 Valero Energy Partners LP (Previously Reported) Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) Operating revenues – related party $ 129,180 $ — $ 129,180 Costs and expenses: Operating expenses 98,061 13,053 111,114 General and administrative expenses 13,149 453 13,602 Depreciation expense 35,302 2,607 37,909 Total costs and expenses 146,512 16,113 162,625 Operating loss (17,332 ) (16,113 ) (33,445 ) Other income, net 1,504 — 1,504 Interest and debt expense, net of capitalized interest (872 ) — (872 ) Loss before income taxes (16,700 ) (16,113 ) (32,813 ) Income tax expense 548 — 548 Net loss (17,248 ) (16,113 ) (33,361 ) Less: Net loss attributable to Predecessor (76,529 ) (16,113 ) (92,642 ) Net income attributable to partners $ 59,281 $ — $ 59,281 Year Ended December 31, 2013 Valero Energy Partners LP (Previously Reported) Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) Operating revenues – related party $ 124,985 $ — $ 124,985 Costs and expenses: Operating expenses 93,025 12,551 105,576 General and administrative expenses 8,004 448 8,452 Depreciation expense 32,493 2,544 35,037 Total costs and expenses 133,522 15,543 149,065 Operating loss (8,537 ) (15,543 ) (24,080 ) Other income, net 309 — 309 Interest and debt expense, net of capitalized interest (198 ) — (198 ) Loss before income taxes (8,426 ) (15,543 ) (23,969 ) Income tax expense 1,434 — 1,434 Net loss (9,860 ) (15,543 ) (25,403 ) Less: Net loss attributable to Predecessor (11,901 ) (15,543 ) (27,444 ) Net income attributable to partners $ 2,041 $ — $ 2,041 The following tables present our previously reported statements of cash flows for the years ended December 31, 2015 , 2014 , and 2013 (as presented in Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC on August 4, 2016) retrospectively adjusted for the acquisition of the Meraux and Three Rivers Terminal Services Business (in thousands). Year Ended December 31, 2015 Valero Energy Partners LP (Previously Reported) Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) Cash flows from operating activities: Net income (loss) $ 88,721 $ (17,409 ) $ 71,312 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation expense 42,724 2,954 45,678 Deferred income tax benefit (228 ) — (228 ) Changes in current assets and current liabilities (8,973 ) — (8,973 ) Changes in deferred charges and credits and other operating activities, net 587 — 587 Net cash provided by (used in) operating activities 122,831 (14,455 ) 108,376 Cash flows from investing activities: Capital expenditures (31,195 ) (6,914 ) (38,109 ) Acquisitions from Valero Energy Corporation (390,144 ) — (390,144 ) Proceeds from dispositions of property and equipment 82 — 82 Net cash used in investing activities (421,257 ) (6,914 ) (428,171 ) Cash flows from financing activities: Proceeds from debt borrowings 200,000 — 200,000 Proceeds from notes payable to related party 555,000 — 555,000 Repayments of debt and capital lease obligations (26,200 ) — (26,200 ) Repayment of note payable to related party (185,000 ) — (185,000 ) Payment of debt issuance costs (2,322 ) — (2,322 ) Proceeds from issuance of common units, net of discount 189,683 — 189,683 Proceeds from issuance of general partner units 4,011 — 4,011 Payment of offering costs (666 ) — (666 ) Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets (576,076 ) — (576,076 ) Cash distributions to unitholders and distribution equivalent right payments (71,715 ) — (71,715 ) Net transfers from Valero Energy Corporation 55,915 21,369 77,284 Net cash provided by financing activities 142,630 21,369 163,999 Net decrease in cash and cash equivalents (155,796 ) — (155,796 ) Cash and cash equivalents at beginning of year 236,579 — 236,579 Cash and cash equivalents at end of year $ 80,783 $ — $ 80,783 Year Ended December 31, 2014 Valero Energy Partners LP (Previously Reported) Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) Cash flows from operating activities: Net loss $ (17,248 ) $ (16,113 ) $ (33,361 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation expense 35,302 2,607 37,909 Deferred income tax expense 43 — 43 Changes in current assets and current liabilities (1,318 ) — (1,318 ) Changes in deferred charges and credits and other operating activities, net (34 ) — (34 ) Net cash provided by (used in) operating activities 16,745 (13,506 ) 3,239 Cash flows from investing activities: Capital expenditures (108,331 ) (13,549 ) (121,880 ) Acquisition of the Texas Crude Systems Business from Valero Energy Corporation (80,116 ) — (80,116 ) Proceeds from dispositions of property and equipment 54 — 54 Net cash used in investing activities (188,393 ) (13,549 ) (201,942 ) Cash flows from financing activities: Repayments of debt and capital lease obligations (1,048 ) — (1,048 ) Payment of debt issuance costs (1,071 ) — (1,071 ) Payment of offering costs (3,223 ) — (3,223 ) Excess purchase price paid to Valero Energy Corporation over the carrying value of the Texas Crude Systems Business (73,884 ) — (73,884 ) Cash distributions to unitholders and distribution equivalent right payments (41,837 ) — (41,837 ) Net transfers from Valero Energy Corporation 154,172 27,055 181,227 Net cash provided by financing activities 33,109 27,055 60,164 Net decrease in cash and cash equivalents (138,539 ) — (138,539 ) Cash and cash equivalents at beginning of year 375,118 — 375,118 Cash and cash equivalents at end of year $ 236,579 $ — $ 236,579 Year Ended December 31, 2013 Valero Energy Partners LP (Previously Reported) Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) Cash flows from operating activities: Net loss $ (9,860 ) $ (15,543 ) $ (25,403 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation expense 32,493 2,544 35,037 Deferred income tax expense 941 — 941 Changes in current assets and current liabilities (2,947 ) — (2,947 ) Changes in deferred charges and credits and other operating activities, net (421 ) — (421 ) Net cash provided by (used in) operating activities 20,206 (12,999 ) 7,207 Cash flows from investing activities: Capital expenditures (124,379 ) (3,022 ) (127,401 ) Proceeds from dispositions of property and equipment 8 — 8 Net cash used in investing activities (124,371 ) (3,022 ) (127,393 ) Cash flows from financing activities: Repayments of debt and capital lease obligations (1,059 ) — (1,059 ) Payment of debt issuance costs (572 ) — (572 ) Prefunding of capital projects by Valero 3,500 — 3,500 Proceeds from issuance of common units, net of discount 372,449 — 372,449 Net transfers from Valero Energy Corporation 104,965 16,021 120,986 Net cash provided by financing activities 479,283 16,021 495,304 Net increase in cash and cash equivalents 375,118 — 375,118 Cash and cash equivalents at beginning of year — — — Cash and cash equivalents at end of year $ 375,118 $ — $ 375,118 |