The key to whether this is a good deal is whether you believe the current dividend of $2.20 (yield of over 9%) would have continued. As it stands now the deal would translate into a 10% reduction in income for PVR shareholders.
The $40 million is for the first years's difference between Regency and PVR distributions.
I believe you're right. It appears to be similar to the Inergy/Crestwood deal with their payment to CMLP of 1.03 plus shares to make up for the difference in the two distributions.