PARTNERS' EQUITY | PARTNERS’ EQUITY Series A, B and C Preferred Units We allocate net income to our 8.50% Series A, 7.625% Series B and 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (collectively, the Series A, B and C Preferred Units) equal to the amount of distributions earned during the period. Distributions on our Series A, B and C Preferred Units are payable out of any legally available funds, accrue and are cumulative from the original issuance dates, and are payable on the 15th day (or next business day) of each of March, June, September and December of each year to holders of record on the first business day of each payment month. Information on our Series A, B and C Preferred Units is shown below: Units Units Issued and Outstanding as of March 31, 2024 Optional Redemption Date/Date When Distribution Rate Became Floating Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit) Series A Preferred Units 9,060,000 December 15, 2021 Three-month LIBOR (a) plus 6.766% Series B Preferred Units 15,400,000 June 15, 2022 Three-month LIBOR (a) plus 5.643% Series C Preferred Units 6,900,000 December 15, 2022 Three-month LIBOR (a) plus 6.88% (a) Beginning with the distribution period starting on September 15, 2023, LIBOR was replaced with the corresponding CME Term SOFR plus the applicable tenor spread adjustment of 0.26161%. Distribution information on our Series A, B and C Preferred Units is as follows (thousands of dollars, except per unit data): Series A Preferred Units Series B Preferred Units Series C Preferred Units Distribution Period Distribution Rate per Unit Total Distribution Distribution Rate per Unit Total Distribution Distribution Rate per Unit Total Distribution March 15, 2024 - June 14, 2024 $ 0.77232 $ 6,997 $ 0.70213 $ 10,813 $ 0.77945 $ 5,378 December 15, 2023 - March 14, 2024 $ 0.77533 $ 7,024 $ 0.70515 $ 10,859 $ 0.78246 $ 5,399 March 15, 2023 - June 14, 2023 $ 0.73169 $ 6,629 $ 0.66150 $ 10,187 $ 0.73881 $ 5,098 December 15, 2022 - March 14, 2023 $ 0.71889 $ 6,513 $ 0.64871 $ 9,990 $ 0.72602 $ 5,010 Common Limited Partners We are required by our partnership agreement to make quarterly distributions to common limited partners of 100% of our Available Cash (as defined in our partnership agreement), which is generally defined as all cash receipts less cash disbursements, including distributions to our preferred unit holders, and cash reserves established by our general partner, in its sole discretion. We are required under our partnership agreement to declare and pay these quarterly distributions within 45 days subsequent to each quarter-end. Upon closing of the pending Merger, our common units will be converted to Sunoco’s common units as described in Note 1, and are expected to receive Sunoco’s distributions related to the first quarter of 2024. On April 15, 2024, our Board of Directors declared a special distribution with respect to our common units of $0.212 per common unit, in accordance with the terms of the Merger Agreement. The special distribution totaling $26.8 million is to be paid on May 2, 2024 to holders of record as of April 26, 2024, subject to and conditioned upon our common unitholders approving the Merger at NuStar’s special meeting on May 1, 2024 and the Merger Agreement with respect to the proposed acquisition not having been terminated. If approval of the pending acquisition is not obtained at the special meeting (including due to the special meeting being postponed, adjourned or canceled) or the Merger Agreement with respect to the acquisition is terminated, the special distribution will not be paid until a date, and to holders of record, later determined by the Board of Directors, or it may not be paid at all. Accumulated Other Comprehensive Income (Loss) (AOCI) The balance of and changes in the components included in AOCI were as follows: Three Months Ended March 31, 2024 2023 Foreign Currency Translation Cash Flow Hedges Pension and Other Postretirement Benefits Total Foreign Currency Translation Cash Flow Hedges Pension and Other Postretirement Benefits Total (Thousands of Dollars) Balance as of January 1 $ 790 $ (31,799) $ 8,084 $ (22,925) $ 62 $ (34,380) $ 2,713 $ (31,605) Other comprehensive income before reclassifications 48 — — 48 435 — — 435 Net gain reclassified into other income, net — — (729) (729) — — (737) (737) Net loss reclassified into interest expense, net — 862 — 862 — 515 — 515 Other — — 3 3 — — (9) (9) Other comprehensive income (loss) 48 862 (726) 184 435 515 (746) 204 Balance as of March 31 $ 838 $ (30,937) $ 7,358 $ (22,741) $ 497 $ (33,865) $ 1,967 $ (31,401) As of March 31, 2024, we expect to reclassify a loss of $3.7 million to “Interest expense, net” within the next 12 months associated with unwound forward-starting interest rate swaps. |