Partners' Deficit | PARTNERS’ DEFICIT Outstanding Units As of June 30, 2023, we had 37,751,041 Class C Preferred Units outstanding and 254,108,374 common units outstanding (approximately 8,470,230 common units after adjusting for the one-for-thirty reverse split), which included 1,838,846 unvested restricted common units (61,293 common units after adjusting for the one-for-thirty reverse split) issued under the LTIP. Common Unit Issuances We entered into a letter agreement with SP Holdings providing that during the period beginning with the fiscal quarter ended September 30, 2019 and continuing until the end of the fiscal quarter after the fiscal quarter in which we redeem all of our issued and outstanding Class C Preferred Units, SP Holdings agrees to delay receipt of its fees, not including reimbursement of costs. As of June 30, 2023, we have not redeemed any Class C Preferred Units and, as a result, we have not issued any common units to SP Holdings in connection with providing services under the Shared Services Agreement for any quarter following the quarter ended June 30, 2019. As of June 30, 2023, the number of units to be issued under the Shared Services Agreement is 23,257,663 (which amount is not adjusted for the one-for-thirty reverse split completed July 18, 2023). At June 30, 2023, the value of these units was approximately $1.9 million and is recorded on the condensed consolidated balance sheets in accrued shared services fees - related entities. Class C Preferred Units On August 2, 2019, Stonepeak exchanged all of their current equity ownership for newly issued Class C Preferred Units and the Original Warrant in a private placement transaction (the “Exchange”). The holders of the Class C Preferred Units receive a quarterly distribution of 14.0% per annum payable in cash. To the extent that Available Cash (as defined in our partnership agreement) is insufficient to pay the distribution in cash, all or a portion of the distribution may be paid in Class C Preferred PIK Units. Distributions are to be paid on or about the last day of each of February, May, August and November following the end of each quarter and are charged to interest expense - related entities in our condensed consolidated statements of operations. As of January 1, 2022, Adjusted Available Cash (as defined in our partnership agreement) will be distributed to holders of the Class C Preferred Units to redeem a number of Class C Preferred Units to be determined based on the amount of Adjusted Available Cash. As of June 30, 2023, no Class C Preferred Units have been redeemed. During the six months ended June 30, 2023 and 2022, we recorded non-cash interest expense related to the Class C Preferred Units of approximately $29.8 million and $28.8 million, respectively, which are recorded in interest expense - related entities on our condensed consolidated statements of operations. The Class C Preferred Units are accounted for as a current liability on our condensed consolidated balance sheets consisting of the following (in thousands): June 30, December 31, Class C Preferred Units, beginning balance $ 411,800 $ 397,387 Distribution accrual 14,917 14,413 Class C Preferred Units, ending balance $ 426,717 $ 411,800 The table below reflects the payment of distributions on Class C Preferred Units related to the periods indicated. Three Months Ended Class C Preferred Date of Date of Date of December 31, 2022 1,276,605 February 10, 2023 February 20, 2023 February 28, 2023 On November 16, 2020, the Partnership and Stonepeak entered into the Stonepeak Letter Agreement which provides that Stonepeak will be able to elect to receive distributions on the Class C Preferred Units in common units by providing written notice to the Partnership no later than the last day of the calendar month following the end of such quarter. The table below reflects distributions on Class C Preferred Units which were elected to be paid in common units, after adjusting for the one-for-thirty reverse split completed July 18, 2023, related to the periods indicated. Three Months Ended Number of Common Units Date of December 31, 2021 816,745 February 22, 2022 March 31, 2022 824,064 May 20, 2022 June 30, 2022 914,755 August 22, 2022 September 30, 2022 914,755 December 28, 2022 March 31, 2023 946,771 May 22, 2023 Stonepeak Warrant On August 2, 2019, in connection with the Exchange, the Partnership issued to Stonepeak the Original Warrant, which entitles the holder to receive junior securities of the Partnership representing ten percent of junior securities deemed outstanding when exercised. The Stonepeak Warrant expires on the later of August 2, 2026 or 30 days following the full redemption of the Class C Preferred Units. There is no strike price associated with the exercise of the Stonepeak Warrant. The Stonepeak Warrant is accounted for as a liability in accordance with ASC 480 and is presented within other liabilities on the condensed consolidated balance sheets. Changes in the fair value of the Stonepeak Warrant are charged to interest expense - related entities in our condensed consolidated statements of operations. During the six months ended June 30, 2023 and 2022, we recorded a benefit of approximately $2.3 million and an expense of approximately $0.2 million, respectively, related to the Stonepeak Warrant. Earnings per Unit Net income (loss) per common unit for the period is based on any distributions that are made to the unitholders (common units) plus an allocation of undistributed net income (loss) based on provisions of our partnership agreement, divided by the weighted average number of common units outstanding. Unit-based awards granted but unvested are eligible to receive distributions. The underlying unvested restricted unit awards are considered participating securities for purposes of determining net income (loss) per unit. Undistributed income is allocated to participating securities based on the proportional relationship of the weighted average number of common units and unit-based awards outstanding. Undistributed losses (including those resulting from distributions in excess of net income) are allocated to common units based on provisions of our partnership agreement. Undistributed losses are not allocated to unvested restricted unit awards as they do not participate in net losses. Distributions declared and paid in the period are treated as distributed earnings in the computation of earnings per common unit even though cash distributions are not necessarily derived from current or prior period earnings. The Partnership’s general partner does not have an economic interest in the Partnership and, therefore, does not participate in the Partnership’s net income. |