Unitholders' Capital

9 Months Ended

Sep. 30, 2011

Equity [Abstract]

Unitholders' Capital

Note 3 - Unitholders' Capital

Equity Distribution Agreement

On August 23, 2011, the Company entered into an equity distribution agreement, pursuant to which it may from time to time issue and sell units representing limited liability company interests having an aggregate offering price of up to $500 million.  In connection with entering into the agreement, the Company incurred expenses of approximately $400,000.  Sales of units, if any, will be made through a sales agent by means of ordinary brokers' transactions, in block transactions, or as otherwise agreed with the agent.  The Company expects to use the net proceeds from any sale of the units for general corporate purposes, which may include, among other things, capital expenditures, acquisitions and the repayment of debt.  In September 2011, the Company issued and sold 16,060 units representing limited liability company interests at an average unit price of $38.25 for proceeds of approximately $602,000 (net of approximately $12,000 in commissions).  The net proceeds were used for general corporate purposes.  At September 30, 2011, units equaling approximately $499 million in aggregate offering price remained available to be issued and sold under the agreement.

Public Offering of Units

In March 2011, the Company sold 16,726,067 units representing limited liability company interests at $38.80 per unit ($37.248 per unit, net of underwriting discount) for net proceeds of approximately $623 million (after underwriting discount and offering expenses of approximately $26 million).  The Company used the net proceeds from the sale of these units to fund the March 2011 redemptions of a portion of the outstanding 2017 Senior Notes and 2018 Senior Notes and to fund the cash tender offers and related expenses for a portion of the remaining 2017 Senior Notes and 2018 Senior Notes (see Note 6).  The Company used the remaining net proceeds from the sale of units to finance a portion of the March 31, 2011, acquisition in the Williston Basin.

Unit Repurchase Plan

In October 2008, the Board of Directors of the Company authorized the repurchase of up to $100 million of the Company's outstanding units from time to time on the open market or in negotiated purchases.  In August 2011, the Company repurchased 400,000 units at an average unit price of $32.98 for a total cost of approximately $13 million.  All units were subsequently canceled.  At September 30, 2011, approximately $61 million was available for unit repurchase under the program.  The timing and amounts of any such repurchases will be at the discretion of management, subject to market conditions and other factors, and in accordance with applicable securities laws and other legal requirements.  The repurchase plan does not obligate the Company to acquire any specific number of units and may be discontinued at any time.  Units are acquired at fair market value on the date of repurchase.

In October 2011, the Company repurchased 129,734 units at an average unit price of $32.08 for a total cost of approximately $4 million.

Distributions

Under the Company's limited liability company agreement, the Company's unitholders are entitled to receive a quarterly distribution of available cash to the extent there is sufficient cash from operations after establishment of cash reserves and payment of fees and expenses.  Distributions paid by the Company during the nine months ended September 30, 2011, are presented on the condensed consolidated statement of unitholders' capital.  On October 24, 2011, the Company's Board of Directors declared a cash distribution of $0.69 per unit with respect to the third quarter of 2011.  The distribution, totaling approximately $122 million, will be paid on November 14, 2011, to unitholders of record as of the close of business on November 4, 2011.