EXHIBIT 99.2
AMERIGAS PARTNERS, L.P.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
AMERIGAS PARTNERS, L.P.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Condensed Combined Financial Statements of
AmeriGas Partners, L.P. ("AmeriGas Partners") give effect to the August 21, 2001
acquisition by AmeriGas Propane, L.P. ("AmeriGas OLP", a 99%-owned subsidiary of
AmeriGas Partners) of Columbia Propane Corporation ("Columbia Propane") and
subsidiaries under the purchase method of accounting. Prior to its acquisition
by AmeriGas OLP, Columbia Propane was a wholly owned subsidiary of Columbia
Energy Group ("CEG" or "Parent Company"). The pro forma adjustments are based
upon available information and assumptions that management believes are
reasonable. The Unaudited Pro Forma Condensed Combined Financial Statements do
not purport to represent what the results of operations or financial position of
AmeriGas Partners would have been if the purchase transaction had occurred on
the dates indicated below, nor do they purport to project the results of
operations or financial position of AmeriGas Partners for any future period or
as of any future date. Under Statement of Financial Accounting Standards No.141,
"Business Combinations" ("SFAS 141"), tangible and identifiable intangible
assets acquired and liabilities assumed are recorded at their estimated fair
values. Because the fair value of the tangible and identifiable intangible
assets acquired, less liabilities assumed, was greater than the purchase price
consideration for Columbia Propane, such difference has been allocated to
reduce, on a pro rata basis, the fair values of assets acquired in accordance
with SFAS 141. The estimated fair values and useful lives of Columbia Propane's
identifiable assets acquired and liabilities assumed are based on a preliminary
valuation and are subject to final adjustments.
The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2001,
was prepared by combining the historical consolidated balance sheets of AmeriGas
Partners and Columbia Propane at June 30, 2001, giving effect to the acquisition
of Columbia Propane as though it had been completed on June 30, 2001. The
Unaudited Pro Forma Condensed Combined Statements of Operations for the periods
presented were prepared by combining AmeriGas Partners' consolidated statement
of operations for the nine months ended June 30, 2001, with Columbia Propane's
consolidated statement of operations for the nine months ended June 30, 2001,
and AmeriGas Partners' consolidated statement of operations for the year ended
September 30, 2000, with Columbia Propane's consolidated statement of operations
for the twelve months ended September 30, 2000, to give effect to the
acquisition as though it had occurred on October 1, 1999. In addition, the
Unaudited Pro Forma Condensed Combined Statement of Operations for the year
ended September 30, 2000, has been adjusted to give retroactive effect to
AmeriGas Partners' change in accounting for tank installation costs, and to give
retroactive effect to AmeriGas Partners' change in accounting for customer tank
fees in order to comply with Securities and Exchange Commission ("SEC") Staff
Accounting Bulletin No. 101, "Revenue Recognition" ("SAB 101"). Both of these
accounting changes were applied effective October 1, 2000. The Unaudited Pro
Forma Condensed Combined Statements of Operations do not give effect to any
potential cost
1
AMERIGAS PARTNERS, L.P.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(CONTINUED)
savings or other operating efficiencies that are expected to result from the
integration of the operations of Columbia Propane with AmeriGas Partners.
The historical consolidated financial statements of AmeriGas Partners for the
fiscal year ended September 30, 2000, are derived from audited consolidated
financial statements included in the Form 10-K filed by AmeriGas Partners on
December 22, 2000, with the SEC. The historical consolidated financial
statements of AmeriGas Partners for the nine months ended June 30, 2001, are
derived from the unaudited condensed consolidated financial statements included
in the Form 10-Q filed by AmeriGas Partners on August 14, 2001, with the SEC.
The historical consolidated financial statements of Columbia Propane for the
nine months ended June 30, 2001, and the twelve months ended September 30, 2000,
are unaudited and have been prepared in accordance with the rules and
regulations of the SEC. They include all adjustments that are considered
necessary for a fair statement of the results for the periods presented. Such
adjustments consisted only of normal recurring items unless otherwise disclosed.
You should read the Unaudited Pro Forma Condensed Combined Financial Statements
along with AmeriGas Partners' consolidated financial statements and accompanying
notes included in its prior SEC filings and with Columbia Propane's consolidated
financial statements and accompanying notes included in this Current Report.
2
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2001
(THOUSANDS OF DOLLARS)
(2) (2)
Historical Historical Pro Pro
AmeriGas Columbia Forma Forma
Partners Propane Adjustments Combined
----------- ----------- ----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 18,722 $ 4,505 $ (358)(4) $ 22,869
Accounts receivable 99,220 28,471 (3,432)(5) 124,259
Inventories 54,751 15,768 501 (6) 71,020
Income taxes recoverable from Parent Company -- 15,918 (15,918)(7) --
Prepaid expenses and other current assets 16,055 1,964 (1,616)(8) 16,403
----------- ----------- ----------- -----------
Total current assets 188,748 66,626 (20,823) 234,551
Property, plant and equipment, net 446,603 195,352 (15,893)(9) 626,062
Intangible assets 603,279 120,204 (99,435)(10) 624,048
Other assets 14,267 4,405 4,500 (11) 23,172
----------- ----------- ----------- -----------
Total assets $ 1,252,897 $ 386,587 $ (131,651) $ 1,507,833
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDER'S
EQUITY/PARTNERS' CAPITAL
Current liabilities:
Current maturities of long-term debt $ 66,639 $ 162 $ -- $ 66,801
Bank loans 9,000 -- (9,000)(12) --
Advances from Parent Company -- 1,797 (1,797)(13) --
Accounts payable - trade 40,675 2,737 -- 43,412
Accounts payable - related parties 1,619 12,847 (12,546)(14) 1,920
Other current liabilities 95,130 12,978 2,897 (15) 111,005
----------- ----------- ----------- -----------
Total current liabilities 213,063 30,521 (20,446) 223,138
Long-term debt 787,315 113,276 71,546 (16) 972,137
Deferred income taxes -- 14,754 (14,754)(17) --
Other noncurrent liabilities 37,236 26,831 (24,714)(18) 39,353
Minority interests 3,780 440 2,510 (19) 6,730
Common stockholder's equity -- 200,765 (200,765)(20) --
Partners' capital 211,503 -- 54,972 (21) 266,475
----------- ----------- ----------- -----------
Total liabilities and stockholder's
equity/partners' capital $ 1,252,897 $ 386,587 $ (131,651) $ 1,507,833
=========== =========== =========== ===========
See accompanying notes to unaudited pro forma condensed combined financial
statements.
3
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 2001
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
(2) (2)
Historical Historical Pro Pro
AmeriGas Columbia (23) Forma Forma
Partners Propane Reclassifications Adjustments Combined
---------- ---------- ----------------- ----------- ----------
Revenues:
Propane $1,137,527 $ 326,080 $ -- $ -- $1,463,607
Other 71,557 19,853 -- -- 91,410
---------- ---------- ----------- ---------- ----------
1,209,084 345,933 -- -- 1,555,017
---------- ---------- ----------- ---------- ----------
Costs and expenses:
Cost of sales - propane 700,562 208,253 -- -- 908,815
Cost of sales - other 28,142 7,600 -- -- 35,742
Operating and administrative expenses 282,820 97,699 -- 675 (24) 381,194
Parent Company charges -- 14,107 -- (14,107)(25) --
Depreciation and amortization 55,235 16,664 -- (8,403)(26) 63,496
Other income, net (3,489) -- (4,005) -- (7,494)
---------- ---------- ----------- ---------- ----------
1,063,270 344,323 (4,005) (21,835) 1,381,753
---------- ---------- ----------- ---------- ----------
Operating income 145,814 1,610 4,005 21,835 173,264
Nonoperating income, net -- 4,005 (4,005) -- --
---------- ---------- ----------- ---------- ----------
Income before interest expense,
minority interests and income taxes 145,814 5,615 -- 21,835 173,264
Interest expense (59,163) (6,872) -- (6,360)(27) (72,395)
---------- ---------- ----------- ---------- ----------
Income (loss) before income taxes 86,651 (1,257) -- 15,475 100,869
Income tax benefit 879 520 -- (520)(28) 879
Minority interests (979) 92 -- (284)(29) (1,171)
---------- ---------- ----------- ---------- ----------
Income (loss) from continuing operations $ 86,551 $ (645) $ -- $ 14,671 $ 100,577
========== ========== =========== ========== ==========
General Partner's interest in income
from continuing operations $ 866 $ 1,006
========== ==========
Limited partners' interest in income
from continuing operations $ 85,685 $ 99,571
========== ==========
Income per limited partner unit -
basic and diluted $ 1.94 $ 2.14
========== ==========
Average limited partner units outstanding -
basic and diluted (thousands) 44,149 2,357(30) 46,506
========== ========== ==========
See accompanying notes to unaudited pro forma condensed combined financial
statements.
4
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2000
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
(2) (2) (22)
Historical Historical Changes Pro Pro
AmeriGas Columbia in (23) Forma Forma
Partners Propane Accounting Reclassifications Adjustments Combined
---------- ---------- ---------- ----------------- ----------- ----------
Revenues:
Propane $1,022,967 $ 287,289 $ -- $ -- $ -- $1,310,256
Other 97,089 25,583 (4,781) -- -- 117,891
---------- --------- --------- ----------- -------- ----------
1,120,056 312,872 (4,781) -- -- 1,428,147
---------- --------- --------- ----------- -------- ----------
Costs and expenses:
Cost of sales - propane 586,905 172,891 -- -- -- 759,796
Cost of sales - other 41,376 11,303 (1,870) -- -- 50,809
Operating and administrative
expenses 342,720 117,738 (7,010) -- 900 (24) 454,348
Parent Company charges -- 6,071 -- -- (6,071)(25) --
Depreciation and amortization 67,381 24,976 4,307 -- (13,962)(26) 82,702
Other income, net (8,533) -- -- (4,619) -- (13,152)
---------- --------- --------- ----------- -------- ----------
1,029,849 332,979 (4,573) (4,619) (19,133) 1,334,503
---------- --------- --------- ----------- -------- ----------
Operating income (loss) 90,207 (20,107) (208) 4,619 19,133 93,644
Nonoperating income, net -- 4,619 -- (4,619) -- --
---------- --------- --------- ----------- -------- ----------
Income (loss) before interest expense,
minority interests and income taxes 90,207 (15,488) (208) -- 19,133 93,644
Interest expense (74,764) (12,637) -- -- (6,131)(27) (93,532)
---------- --------- --------- ----------- -------- ----------
Income (loss) before income taxes 15,443 (28,125) (208) -- 13,002 112
Income tax benefit 15 11,616 -- -- (11,616)(28) 15
Minority interests (262) 114 -- -- (32)(29) (180)
---------- --------- --------- ----------- -------- ----------
Income (loss) from continuing
operations $ 15,196 $ (16,395) $ (208) $ -- $ 1,354 $ (53)
========== ========= ========= =========== ======== ==========
General Partner's interest in
income (loss) from continuing
operations $ 152 $ (1)
========== ==========
Limited partners' interest in
income (loss) from continuing
operations $ 15,044 $ (52)
========== ==========
Income (loss) per limited partner unit -
basic and diluted $ 0.36 $ --
========== ==========
Average limited partner units outstanding -
basic and diluted (thousands) 41,969 2,357(30) 44,326
========== ======== ==========
See accompanying notes to unaudited pro forma condensed combined financial
statements.
5
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS
(Thousands of dollars)
1. On August 21, 2001, AmeriGas Partners, through its subsidiary AmeriGas
OLP, acquired the propane distribution businesses of CEG in a series of
equity and asset purchase transactions pursuant to the terms of the
Purchase Agreement dated January 30, 2001 and amended and restated on
August 7, 2001 ("Columbia Purchase Agreement") by and among CEG, CP
Holdings, Inc., Columbia Propane, Columbia Propane, L.P. ("CPLP") AmeriGas
Partners, AmeriGas OLP and AmeriGas Propane, Inc. (the general partner of
AmeriGas Partners and AmeriGas OLP, the "General Partner"). The acquired
businesses were principally conducted through Columbia Propane, and its
approximate 99%-owned subsidiary, CPLP. Pursuant to the Columbia Purchase
Agreement, AmeriGas OLP acquired substantially all of the assets of
Columbia Propane, including an indirect 1% general partner interest and a
direct, approximate 99% limited partnership interest in CPLP. In addition,
AmeriGas OLP (1) became the payee under a $138,000 intercompany note of
CPLP due in July 2009 and (2) made a capital contribution to CPLP of
operating assets with a net agreed value of approximately $280,000 in
exchange for a limited partnership interest of equal value.
The purchase price for Columbia Propane consisted of $201,750 in cash. In
addition, AmeriGas OLP agreed to pay CEG for the amount of working
capital, as defined, in excess of $23,000. The Columbia Purchase Agreement
also provided for the purchase by CEG of limited partnership interests in
AmeriGas OLP valued at $50,000 for $50,000 in cash, which interests were
exchanged for 2,356,953 Common Units of AmeriGas Partners having an
estimated fair value of $54,422. Concurrently with the acquisition,
AmeriGas Partners issued $200,000 of 8.875% Senior Notes due 2011 the net
proceeds of which were contributed to AmeriGas OLP to finance the
acquisition of Columbia Propane, to fund related fees and expenses, and to
repay debt outstanding under AmeriGas OLP's Bank Credit Agreement.
The purchase price for Columbia Propane and its allocation to assets
acquired and liabilities assumed in the Unaudited Condensed Combined Pro
Forma Balance Sheet at June 30, 2001, are as follows:
Purchase price:
Cash paid to CEG and Columbia Propane at closing $ 201,750
Proceeds from sale of AmeriGas OLP limited
partnership interests to CEG (50,000)
Fair value of AmeriGas Partners Common Units
issued to CEG in exchange for AmeriGas OLP
limited partnership interests 54,422
Working capital payment to CEG 12,714
Acquisition-related accruals 17,135
---------
Total purchase price $ 236,021
=========
6
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED)
(Thousands of dollars)
Allocation of purchase price based upon estimated fair values:
<Table>
Working capital $ 36,053
Property, plant and equipment 179,459
Customer relationships and noncompete agreements 20,769
Other assets and liabilities, net (260)
---------
$ 236,021
=========
</Table>
The Unaudited Pro Forma Condensed Combined Financial Statements do not
give effect to any potential cost savings or operational efficiencies
expected to result from the acquisition. The Unaudited Pro Forma Condensed
Combined Financial Statements are not necessarily indicative of the
operating results or financial position that would have occurred had the
acquisition been completed as of the dates indicated, nor are they
necessarily indicative of future operating results or financial position.
The purchase accounting adjustments made in connection with the Pro Forma
Condensed Combined Financial Statements are preliminary and have been made
solely for purposes of developing the pro forma financial information.
2. These columns represent the historical financial position and results of
operations of AmeriGas Partners and Columbia Propane. AmeriGas Partners'
unaudited balance sheet was derived from the unaudited condensed
consolidated balance sheet included in AmeriGas Partners' Report on Form
10-Q for the quarterly period ended June 30, 2001, filed with the SEC on
August 14, 2001. The Columbia Propane unaudited consolidated balance sheet
was derived from unaudited consolidated financial statements. The AmeriGas
Partners' consolidated statements of operations for the nine months ended
June 30, 2001, and for the fiscal year ended September 30, 2000, were
derived from information provided in the Form 10-Q filed with the SEC on
August 14, 2001, and the Form 10-K filed with the SEC on December 22,
2000, respectively.
The unaudited consolidated statement of operations of Columbia Propane for
the nine months ended June 30, 2001, was derived by combining the
unaudited consolidated statement of operations of Columbia Propane for the
last three months of the year ended December 31, 2000, with the unaudited
consolidated statement of operations for the six months ended June 30,
2001. The Columbia Propane statement of operations for the twelve months
ended September 30, 2000, was derived by combining the first nine months
of the Columbia Propane unaudited consolidated statement of operations for
the year ended December 31, 2000, with the last three months of the
Columbia Propane unaudited consolidated statement of operations for the
year ended December 31, 1999.
7
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED)
(Thousands of dollars)
3. It has been assumed for purposes of the Unaudited Pro Forma Condensed
Combined Balance Sheet that the acquisition of Columbia Propane occurred
as of June 30, 2001, and for purposes of the Unaudited Pro Forma Condensed
Combined Statements of Operations that the acquisition of Columbia Propane
occurred as of October 1, 1999.
4. Reflects pro forma adjustments to cash and cash equivalents as follows:
Cash investments of Columbia Propane retained by CEG $ (358)
Proceeds from issuance of 8 7/8% AmeriGas
Partners Senior Notes 200,000
Cash contributions by the General Partner 3,060
Net cash payments to CEG pursuant to the Amended and
Restated Purchase Agreement (151,750)
Cash payment to CEG for working capital purchased
in excess of $23,000 (12,714)
Prepayment of borrowings outstanding under AmeriGas OLP
Bank Credit Agreement (26,286)
Payment of transaction fees and expenses (12,310)
---------
$ (358)
=========
5. Reflects pro forma adjustment to eliminate receivable from CEG not
acquired.
6. Reflects pro forma adjustments to record inventories acquired at fair
value.
7. Reflects pro forma adjustment to eliminate income tax receivable from
Parent Company not acquired.
8. Reflects pro forma adjustment to eliminate other current assets of
Columbia Propane not acquired.
9. Reflects pro forma adjustments to record property, plant and equipment
acquired at fair value as follows:
To record fair value of Columbia Propane property,
plant and equipment $ 179,459
Eliminate historical cost of net property, plant
and equipment of Columbia Propane (195,352)
---------
$ (15,893)
=========
8
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED)
(Thousands of dollars)
10. Reflects pro forma adjustments to record intangible assets at fair value:
Allocation of purchase price to customer relationship
and noncompete agreement intangibles $ 20,769
Eliminate historical cost of goodwill, customer lists
and noncompete agreements of Columbia Propane (120,204)
---------
$ (99,435)
=========
11. Reflects pro forma adjustments to reflect debt issue costs paid at closing
in conjunction with issuance of AmeriGas Partners 8 7/8% Senior Notes.
12. Reflects pro forma adjustment for repayment of amounts outstanding under
AmeriGas OLP's Revolving Credit Agreement with excess proceeds from
issuance of AmeriGas Partners 8 7/8% Senior Notes.
13. Reflects pro forma adjustment to eliminate liabilities not assumed in the
acquisition.
14. Reflects pro forma adjustment to eliminate liabilities not assumed in the
acquisition.
15. Reflects pro forma adjustments to eliminate liabilities not assumed, to
record acquisition-related accruals, and to pay transaction fees and
expenses at closing as follows:
Elimination of liabilities not assumed $ (6,429)
Employee-severance accruals 5,063
Transaction fees and expenses 6,000
Other accruals 6,073
Payment of transaction fees and expenses (7,810)
---------
$ 2,897
=========
16. Reflects pro forma adjustments to long-term debt as follows:
Issuance of 8 7/8% Senior Notes of AmeriGas Partners $ 200,000
Repayments of borrowings under AmeriGas OLP's
Acquisition Facility with excess proceeds from
issuance of AmeriGas Partners 8 7/8% Senior Notes (17,286)
Eliminate long-term debt of Columbia Propane not
assumed (111,168)
---------
$ 71,546
=========
9
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED)
(Thousands of dollars)
17. Reflects elimination of deferred income taxes because substantially all of
the acquired business assets of Columbia Propane will be operated within a
partnership structure.
18. Reflects pro forma adjustment to eliminate liabilities not assumed.
19. Reflects cash capital contributions made by the General Partner to
AmeriGas OLP.
20. To eliminate stockholder's equity of Columbia Propane.
21. Reflects pro forma adjustments to partners' capital as follows:
Fair value of 2,356,953 AmeriGas Partners Common Units issued
to CEG in conjunction with the acquisition $ 54,422
Cash capital contribution by the General Partner to
AmeriGas Partners 550
---------
$ 54,972
=========
22. This column includes adjustments to the historical results of operations
of AmeriGas Partners to give retroactive effect to AmeriGas Partners'
change in accounting for tank installation costs and customer tank fees.
Both of these accounting changes were adopted by AmeriGas Partners
effective October 1, 2000.
23. Reflects reclassifications of amounts included on Columbia Propane's
Statement of Operations to conform to AmeriGas Partners' income statement
presentation.
24. Reflects pro forma adjustment for estimated incremental general and
administrative costs of the General Partner billed to AmeriGas Partners
resulting from the acquisition.
25. Reflects the elimination of corporate overhead charges allocated by CEG to
Columbia Propane.
26. Reflects pro forma adjustments to depreciation and amortization expense as
follows:
10
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED)
(Thousands of dollars)
Nine Months Ended June 30, 2001:
Eliminate historical depreciation and amortization
expense of Columbia Propane $ (16,664)
Depreciation and amortization expense reflecting
preliminary allocation of purchase price:
Depreciation expense on allocated property,
plant and equipment 6,942
Amortization expense on customer relationship
and noncompete agreement intangibles
(5 to 15 years) 1,319
---------
$ (8,403)
=========
Year Ended September 30, 2000:
Eliminate historical depreciation and amortization
expense of Columbia Propane $ (24,976)
Depreciation and amortization expense reflecting
preliminary allocation of purchase price:
Depreciation expense on allocated property,
plant and equipment 9,256
Amortization expense on customer relationship
and noncompete agreement intangibles
(5 to 15 years) 1,758
---------
$ (13,962)
=========
27. Reflects pro forma adjustments to interest expense as follows:
Nine Months Ended June 30, 2001:
Eliminate interest expense on Columbia Propane
debt not assumed $ 6,281
Eliminate interest expense on Bank Credit Agreement
borrowings repaid from excess proceeds from
issuance of AmeriGas Partners Senior Notes 1,275
Add interest expense on AmeriGas Partners 8 7/8%
Senior Notes (13,313)
Amortize debt issue costs on AmeriGas Partners 8 7/8%
Senior Notes (603)
---------
$ (6,360)
=========
11
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED)
(Thousands of dollars)
Year Ended September 30, 2000:
Eliminate interest expense on Columbia Propane
debt not assumed $ 10,723
Eliminate interest expense on Bank Credit Agreement
borrowings repaid from excess proceeds from
issuance of AmeriGas Partners Senior Notes 1,700
Add interest expense on AmeriGas Partners 8 7/8%
Senior Notes (17,750)
Amortize debt issue costs on AmeriGas Partners 8 7/8%
Senior Notes (804)
---------
$ (6,131)
=========
28. Reflects pro forma adjustments to eliminate income taxes because
substantially all of the acquired business assets of Columbia Propane will
be operated within a partnership structure.
29. To adjust minority interest to reflect the impact of the pro forma
adjustments on minority shareholders' equity in results of operations.
30. To reflect issuance of 2,356,953 AmeriGas Partners Common Units issued to
CEG in conjunction with the acquisition.
12