Summit Midstream Partners, LP | 2013 | FY | 3


 
Total quarterly distribution per unit target amount
 
Marginal percentage interest in distributions
 
 
Unitholders
 
General partner
Minimum quarterly distribution
$0.40
 
98.0%
 
2.0%
First target distribution
$0.40 up to $0.46
 
98.0%
 
2.0%
Second target distribution
above $0.46 up to $0.50
 
85.0%
 
15.0%
Third target distribution
above $0.50 up to $0.60
 
75.0%
 
25.0%
Thereafter
above $0.60
 
50.0%
 
50.0%

smlp:ScheduleOfPartnershipTargetDistributionsTableTextBlock

A rollforward of the number of common limited partner, subordinated limited partner and general partner units follows.
 
Common
 
Subordinated
 
General partner
 
Total
Units, January 1, 2012

 

 

 

Units issued to the public in connection with the IPO
14,380,000

 

 

 
14,380,000

Units issued to affiliates in connection with the IPO
10,029,850

 
24,409,850

 
996,320

 
35,436,020

Units issued
2,577

 

 

 
2,577

Units, December 31, 2012
24,412,427

 
24,409,850

 
996,320

 
49,818,597

Units issued to affiliates in connection with the Bison Drop Down
1,553,849

 

 
31,711

 
1,585,560

Units issued to affiliates in connection with the Mountaineer Acquisition
3,107,698

 

 
63,422

 
3,171,120

Units issued
5,892

 

 

 
5,892

Units, December 31, 2013
29,079,866

 
24,409,850

 
1,091,453

 
54,581,169


smlp:ScheduleofPartnerUnitsActivityTableTextBlock

The allocation and valuation of units issued to SMP Holdings and the general partner to partially fund the Mountaineer Acquisition follow (dollars in thousands).
Issuance of 3,107,698 SMLP common units to SMP Holdings
$
98,000

Issuance of 63,422 SMLP general partner units to the general partner
2,000

Issuance of units in connection with the Mountaineer Acquisition
$
100,000

The final fair values of the assets acquired and liabilities assumed as of June 21, 2013, were as follows (in thousands):
Purchase price assigned to Mountaineer Midstream
 
 
$
210,000

Property, plant, and equipment
$
163,661

 
 
Gas gathering agreement contract intangibles
24,019

 
 
Rights-of-way
6,109

 
 
Total assets acquired
193,789

 
 
Total liabilities assumed
$

 
 
Net identifiable assets acquired
 
 
193,789

Goodwill
 
 
$
16,211


us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock

In exchange for its $305.4 million net investment in Bison Midstream, SMLP paid SMP Holdings and the general partner total cash and unit consideration of $248.9 million. As a result of the contribution of net assets in excess of consideration, SMLP recognized a capital contribution from SMP Holdings. The details of total cash and unit consideration as well as the calculation of the capital contribution and its allocation to partners' capital follow (dollars in thousands).
SMP Holdings' net investment in Bison Midstream
 
 
$
305,449

Aggregate cash paid to SMP Holdings
$
200,000

 
 
Issuance of 1,553,849 SMLP common units to SMP Holdings
47,936

 
 
Issuance of 31,711 SMLP general partner units to the general partner
978

 
 
Total consideration
 
 
248,914

SMP Holdings' contribution of net assets in excess of consideration
 
 
$
56,535

 
 
 
 
Allocation of capital contribution:
 
 
 
General partner interest
$
1,131

 
 
Common limited partner interest
28,558

 
 
Subordinated limited partner interest
26,846

 
 
Partners' capital allocation
 
 
$
56,535

The fair values of the assets acquired and liabilities assumed as of February 15, 2013, were as follows (in thousands):
Purchase price assigned to Bison Gas Gathering system
 
 
$
303,168

Current assets
$
5,705

 
 
Property, plant, and equipment
85,477

 
 
Intangible assets
164,502

 
 
Other noncurrent assets
2,187

 
 
Total assets acquired
257,871

 
 
Current liabilities
6,112

 
 
Other noncurrent liabilities
2,790

 
 
Total liabilities assumed
$
8,902

 
 
Net identifiable assets acquired
 
 
248,969

Goodwill
 
 
$
54,199


us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock