Partners' Capital | 16. PARTNERS’ CAPITAL Outstanding Units As of March 31, 2019, we had 31, 310,896 Class B Preferred Units outstanding, and 18,252,065 common units outstanding, which included 1,491,770 unvested restricted common units issued under the LTIP. Common Unit Issuances The following table shows the common units issued by the Partnership in 2018 and 2019 to Manager in connection with providing services under the Services Agreement: Common Date of Three months ended units issuance December 31, 2017 210,978 March 15, 2018 March 31, 2018 220,214 May 31, 2018 June 30, 2018 224,342 September 10, 2018 September 30, 2018 334,010 November 30, 2018 December 31, 2018 787,750 March 8, 2019 Class B Preferred Unit Offering On October 14, 2015, pursuant to the Class B Preferred Unit Purchase Agreement dated September 25, 2015 between the Partnership and Stonepeak, the Partnership sold and Stonepeak purchased 19,444,445 of the Partnership’s newly created Class B Preferred Units (the “Class B Preferred Units”) in a privately negotiated transaction for an aggregate cash purchase price of $18.00 per Class B Preferred Unit, which resulted in gross proceeds to the Partnership of approximately $350.0 million. The Partnership used the net proceeds to pay a portion of the consideration for the acquisition of Western Catarina Midstream, along with the payment to Stonepeak of a fee equal to 2.25% of the consideration paid for the Class B Preferred Units. Under the terms of the Second Amended and Restated Agreement of Limited Partnership of the Partnership (as amended to date, the “Amended Partnership Agreement”), holders of the Class B Preferred Units receive a quarterly distribution, at the election of the Board, of 10.0% per annum if paid in full in cash or 12.0% per annum if paid in part cash (8.0% per annum) and in part Class B Preferred PIK Units (4.0% per annum), as defined in the Amended Partnership Agreement. Distributions are to be paid on or about the last day of each of February, May, August and November after the end of each quarter. In accordance with the Amended Partnership Agreement, on December 6, 2016 the Partnership issued an additional 9,851,996 Class B Preferred Units to Stonepeak. On January 25, 2017, the Partnership and Stonepeak entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) to settle a dispute arising from the calculation of an adjustment to the number of Class B Preferred Units pursuant to Section 5.10(g) of the Amended Partnership Agreement. Pursuant to the Settlement Agreement, and in accordance with Section 5.4 of the Amended Partnership Agreement, the Partnership issued 1,704,446 Class B Preferred Units to Stonepeak in a privately negotiated transaction as partial consideration for the Settlement Agreement, with the “Class B Preferred Unit Price” being established at $11.29 per Class B Preferred Unit. Pursuant to the terms of the Amended Partnership Agreement, the Class B Preferred Units are convertible at any time, at the option of Stonepeak, into common units of the Partnership, subject to the requirement to convert a minimum of $17.5 million of Class B Preferred Units. The Partnership elected to pay the second-quarter 2018 distribution on the Class B Preferred Units in part cash and part Class B Preferred PIK Units in accordance with the Amended Partnership Agreement. Accordingly, the Partnership issued 310,009 Class B Preferred Units on August 31, 2018, to Stonepeak. The Class B Preferred Units are accounted for as mezzanine equity on the condensed consolidated balance sheets. The following table sets forth a reconciliation of the changes in mezzanine equity (in thousands): March 31, December 31, 2019 2018 Mezzanine equity, beginning balance $ 349,857 $ 343,912 Amortization of discount 697 2,358 Distributions 8,838 36,925 Distributions paid (8,838) (33,338) Mezzanine equity, ending balance $ 350,554 $ 349,857 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 the Amended Partnership Agreement , divided by the weighted average number of common units outstanding. The two-class method dictates that net income (loss) for a period be reduced by the amount of distributions and that any residual amount representing undistributed net income (loss) be allocated to common unitholders and other participating unitholders to the extent that each unit may share in net income (loss) as if all of the net income for the period had been distributed in accordance with the Amended Partnership Agreement . 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 the Amended 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. Our general partner does not have an economic interest in the Partnership and, therefore, does not participate in the Partnership’s net income. |