Sure its not the same as a dividend unless one values the retail propane business as 0 (which it appears that many investors/analysts have). But you are correct, it is not a divy/dist.
You are probably correct on the 13.7m shares. Hopefully, SPH won't tank between now and the sale, although they are quadrupling debt and diluting huge.
Tax free exchange? Not sure how. I own APL and owned it when they sold their Eagle Ford facility. I need to see how that was handled. BTW, that sale resulted in a massive reduction in debt for APL and the price doubled shortly after. Their stock price had suffered prior to that due to the huge dept, much the same as NRGY.
Note that NRGY did not move all of its midstream business to NRGM, only NGL storage facilities in the Northeast and NG pipeline in NY and Pennsylvania. They still have wholesale propane, and West Coast storage, etc. Also, NRGY still owns 79% of NRGM. My point is that it's not JUST a GP. There is lots of value left, especially in the NGL area which is going to expand in the US and abroad. They are setting themselves up to operate in the sweet spot. At least that's my take.
Yes, I think you are correct. A lomgtime ago a wise broker and there aren't many of them, advised me to invest in management not products or cash flow or technicals. I think a lot of Sherman's business acumen and as you note he's not done yet.