Members' Capital and Distributions

9 Months Ended

Sep. 30, 2011

Members' Capital and Distributions [Abstract]

Members' Capital and Distributions

Note 6 — Members’ Capital and Distributions

Series A Convertible Preferred Units

On July 21, 2010, we issued 10,327,022 Series A convertible preferred units (“Series A preferred units”) in a private placement to TPG Copenhagen, L.P. (“TPG”), an affiliate of TPG Capital, L.P., for gross proceeds of $300 million. The Series A preferred units are entitled to quarterly distributions in kind (paid in the form of additional Series A preferred units) for the first three years after the issue date.

	Series A
	Preferred Units Issued
Quarter Ending	As In-Kind Distributions			Issue Date	Amount
September 30, 2010		258,175		November 11, 2010	$	7,500,000
December 31, 2010		264,629		February 11, 2011		7,688,000
March 31, 2011		271,245		May 12, 2011		7,880,000
June 30, 2011		278,026		August 11, 2011		8,077,000
September 30, 2011		284,977	(1)	November 2011(1)		8,279,000

(1) Units will be issued on or about November 10, 2011

For additional information about our Series A preferred units, please read Note 6, “Members’ Capital and Distributions,” in Item 8 of our 2010 10-K.

Common Units

The following table summarizes our quarterly cash distributions during 2011:

	Distribution
Quarter Ending	Per Unit		Date Declared	Record Date	Payment Date	Amount
December 31, 2010	$	0.575	January 12, 2011	February 1, 2011	February 11, 2011	$	38,456,000
March 31, 2011	$	0.575	April 13, 2011	April 29, 2011	May 12, 2011	$	38,538,000
June 30, 2011	$	0.575	July 13, 2011	August 1, 2011	August 11, 2011	$	38,687,000
September 30, 2011	$	0.575	October 12, 2011	October 31, 2011	November 10, 2011	$	38,705,000

Accounting for Equity-Based Compensation

We use ASC 718, “Stock Compensation,” to account for equity-based compensation expense related to awards issued under our long-term incentive plan (“LTIP”). As of September 30, 2011, the number of units available for grant under our LTIP totaled 2,204,880 of which up to 1,677,538 units were eligible to be issued as restricted common units, phantom units or unit awards.

Equity Awards.  We recognized non-cash compensation expense of $6,795,000 and $5,790,000 related to the amortization of equity-based compensation under our LTIP during the nine months ended September 30, 2011 and 2010, respectively. See Item 8 in our 2010 10-K for details on our equity-based compensation.

Unit Awards.  During the nine months ended September 30, 2011, we issued 72,450 unit awards (common units that are not subject to vesting or forfeiture) to settle our Employee Incentive Compensation Program (“EICP”) and 2010 Management Incentive Compensation Plan (“MICP”) bonuses.

Since ASC 480, “Accounting for Certain Financial Instruments With Characteristics of Both Liabilities and Equity,” requires classification of unconditional obligations that the issuer must or may settle by issuing a variable number of units as a liability, we classify equity awards issued to settle EICP and MICP bonuses as liability awards. As of September 30, 2011, we have accrued $554,000 for the third quarter 2011 EICP bonuses. Additionally, as of September 30, 2011, we have accrued $1,623,000 of the 2011 MICP incentive bonuses and estimate unrecognized compensation costs related to these outstanding liability awards to be $902,000, which is expected to be recognized as expense on a straight-line basis through February 2012, when we settle 2011 MICP bonuses.