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 September 30, 2023 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 September 15, 2023 - December 14, 2023 $ 0.77736 $ 7,043 $ 0.70717 $ 10,890 $ 0.78448 $ 5,413 June 15, 2023 - September 14, 2023 $ 0.76715 $ 6,950 $ 0.69696 $ 10,733 $ 0.77428 $ 5,343 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 September 15, 2022 - December 14, 2022 $ 0.64059 $ 5,804 $ 0.57040 $ 8,784 $ 0.56250 $ 3,881 June 15, 2022 - September 14, 2022 $ 0.54808 $ 4,966 $ 0.47789 $ 7,360 $ 0.56250 $ 3,881 March 15, 2022 - June 14, 2022 $ 0.47817 $ 4,332 $ 0.47657 $ 7,339 $ 0.56250 $ 3,881 December 15, 2021 - March 14, 2022 $ 0.43606 $ 3,951 $ 0.47657 $ 7,339 $ 0.56250 $ 3,881 On October 25, 2023, our Board of Directors declared distributions with respect to the Series A, B and C Preferred Units to be paid on December 15, 2023. Common Limited Partners Issuance of Common Units. On August 11, 2023, we issued 14,950,000 common units representing limited partner interests at a price of $15.35 per unit for proceeds of approximately $222.0 million, net of approximately $7.5 million of issuance costs. We used these proceeds to repay outstanding borrowings under our Revolving Credit Agreement. Distributions. We make quarterly distributions to common unitholders of 100% of our “Available Cash,” generally defined as cash receipts less cash disbursements, including distributions to our preferred units, and cash reserves established by the general partner, in its sole discretion. These quarterly distributions are declared and paid within 45 days subsequent to each quarter-end. The common unitholders receive a distribution each quarter as determined by the Board of Directors, subject to limitation by the distributions in arrears, if any, on our preferred units. On October 25, 2023, our Board of Directors declared distributions with respect to our common units for the quarter ended September 30, 2023. The following table summarizes information about cash distributions to our common limited partners applicable to the period in which the distributions were earned: Quarter Ended Cash Distributions Total Cash Record Date Payment Date (Thousands of Dollars) September 30, 2023 $ 0.40 $ 50,358 November 7, 2023 November 14, 2023 June 30, 2023 $ 0.40 $ 44,363 August 8, 2023 August 14, 2023 March 31, 2023 $ 0.40 $ 44,396 May 8, 2023 May 12, 2023 December 31, 2022 $ 0.40 $ 44,328 February 8, 2023 February 14, 2023 Accumulated Other Comprehensive Income (Loss) (AOCI) The balance of and changes in the components included in AOCI were as follows: Three Months Ended September 30, 2023 2022 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 July 1 $ 746 $ (33,360) $ 1,221 $ (31,393) $ (153) $ (35,436) $ 3,417 $ (32,172) Other comprehensive (loss) income before reclassification adjustments (42) — — (42) 15 — — 15 Net gain on pension costs reclassified into other income, net — — (737) (737) — — (422) (422) Net loss on cash flow hedges reclassified into interest expense, net — 725 — 725 — 525 — 525 Other — — (9) (9) — — (5) (5) Other comprehensive (loss) income (42) 725 (746) (63) 15 525 (427) 113 Balance as of September 30 $ 704 $ (32,635) $ 475 $ (31,456) $ (138) $ (34,911) $ 2,990 $ (32,059) Nine Months Ended September 30, 2023 2022 Foreign Cash Flow Pension and Total Foreign Cash Flow Pension and Total (Thousands of Dollars) Balance as of January 1 $ 62 $ (34,380) $ 2,713 $ (31,605) $ (41,761) $ (36,486) $ 4,269 $ (73,978) Other comprehensive income before reclassification adjustments 642 — — 642 1,977 — — 1,977 Sale of Point Tupper Terminal Operations reclassified into net income (Note 2) — — — — 39,646 — — 39,646 Net gain on pension costs reclassified into other income, net — — (2,210) (2,210) — — (1,262) (1,262) Net loss on cash flow hedges reclassified into interest expense, net — 1,745 — 1,745 — 1,575 — 1,575 Other — — (28) (28) — — (17) (17) Other comprehensive income (loss) 642 1,745 (2,238) 149 41,623 1,575 (1,279) 41,919 Balance as of September 30 $ 704 $ (32,635) $ 475 $ (31,456) $ (138) $ (34,911) $ 2,990 $ (32,059) As of September 30, 2023, we expect to reclassify a loss of $3.5 million to “Interest expense, net” within the next 12 months associated with unwound forward-starting interest rate swaps. |