Partners’ Equity | 10. Partners’ Equity: Partners’ Equity Series A Preferred Units: On July 20, 2015, the Partnership concluded an underwritten public offering of 3,000,000 9 25 72.3 2.4 0.3 Series B Preferred Units: On October 23, 2018, the Partnership concluded the underwritten public offering of 2,200,000 25 53 2 Concurrently with the conclusion of the Series B Preferred Units Public Offering, the Partnership entered into the Limited Partnership Agreement in order to, among others, conform its provisions to the terms and provisions related to the issuance of the Series B Preferred Units and to remove references to subordinated units and subordinated period that are no longer in effect. As of June 30, 2021, the Partnership had 36,802,247 15,595,000 3,000,000 2,200,000 35,526 10. Partners’ Equity (continued): Common and General Partner unit distribution provisions: The Partnership pays distributions in the following manner: • first • second The percentage allocations of available cash from operating surplus among the common unitholders, the General Partner and the holders of the incentive distribution rights up to the various target distribution levels are illustrated below. The percentage interests shown for the common unitholders, the General Partner and the holders of the incentive distribution rights for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests shown for our General Partner include its 0.1% General Partner interest only and assumes that our General Partner has contributed any capital necessary to maintain its 0.1% General Partner interest. Under the Limited Partnership Agreement, the holder of the incentive distribution rights in the Partnership, which is currently the General Partner, has the right to receive an increasing percentage of cash distributions after the first target distribution level. Partners’ Equity (Table) Total Quarterly Distribution Target Amount Unitholders General Partner Holders of IDRs Minimum Quarterly Distribution $0.365 99.9 % 0.1 % 0.0 % First Target Distribution up to $ 0.420 99.9 % 0.1 % 0.0 % Second Target Distribution above $ 0.420 0.456 85.0 % 0.1 % 14.9 % Third Target Distribution Above $ 0.456 0.548 75.0 % 0.1 % 24.9 % Thereafter above $ 0.548 50.0 % 0.1 % 49.9 % On September 26, 2019 the Partnership announced that pursuant to the closing of the $675 Million Credit Facility (Note 6), the Partnership is prohibited from paying distribution to its common unit-holders while borrowings are outstanding under the $675 Million Credit Facility. Preferred Units distribution and redemption provisions: Distributions on the Series A Preferred Units are cumulative from the date of original issue and are payable quarterly on February 12, May 12, August 12 and November 12, of each year, when, as and if declared by the Partnership’s Board of Directors out of amounts legally available for such purpose. Distributions are payable at a distribution rate of 9.00% per annum of the stated liquidation preference. Any time on or after August 12, 2020, the Series A Preferred Units may be redeemed, in whole or in part, at the Partnership’s option, out of amounts legally available for such purpose, at a redemption price of $ 25 10. Partners’ Equity (continued): Distributions on the Series B Preferred Units are cumulative from the date of original issue and are payable quarterly on February 22, May 22, August 22 and November 22, of each year, when, as and if declared by the Partnership’s Board of Directors out of amounts legally available for such purpose. Furthermore, distributions on the Series B Preferred Units are payable (i) from and including the original issue date to, but excluding, November 22, 2023 at a fixed rate equal to 8.75 three-month LIBOR plus a spread of 5.593 At any time on or after November 22, 2023, the Series B Preferred Units may be redeemed, in whole or in part, at the Partnership’s option, out of amounts available for such purpose, at a redemption price of $ 25 The Series A Preferred Units and the Series B Preferred Units represent perpetual equity interests in the Partnership, unlike the Partnership’s indebtedness, do not give rise to a claim for payment of a principal amount at a particular date. The Series A Preferred Units rank pari passu with the Series B Preferred Units. Both the Series A Preferred Units and the Senior B Preferred Units rank senior to the Partnership’s common units and to each other class or series of limited partner interests or other equity established after the original issue date of the Series A Preferred Units and the Series B Preferred Units that is not expressly made senior to or on a parity with the Series A Preferred Units and the Series B Preferred Units as to payment of distributions. The Series A Preferred Units and the Series B Preferred Units are rank junior to all of the Partnership’s existing and future indebtedness. The interests of the holders of Series A Preferred Units or Series B Preferred Units could be diluted by the issuance of additional preferred units, including additional Series A Preferred units or Series B Preferred Units, and by other transactions. Common unit distributions: No quarterly cash distributions to Common unitholders were made with respect to the six month period ended June 30, 2021 and 2020. Series A Preferred unit distributions: On January 21, 2021 0.5625 February 12, 2021 February 5, 2021 On April 20, 2021 0.5625 May 12, 2021 May 5, 2021 Series B Preferred unit distributions: On January 28, 2021 0.546875 February 22, 2021 February 15, 2021 On April 27, 2021 0.546875 May 24, 2021 May 17, 2021 10. Partners’ Equity (continued): General Partner Distributions: During the six-month periods ended June 30, 2021 and 2020, no At the market” equity program On July 2, 2020, the Partnership entered into an ATM Sales Agreement (the “Original Agreement”) for the offer and sale of common units representing limited partnership interests, having an aggregate offering price of up to $30.0 million. On August 19, 2020, the Partnership terminated the above mentioned ATM Sales Agreement and entered into an amended and restated ATM Sales Agreement (the “A&R Sales Agreement”), for the offer and sale of common units representing limited partnership interests, having an aggregate offering price of up to $30.0 million. During the year ended December 31, 2020 the Partnership issued and sold 122,580 0.3 During the six month period ended June 30, 2021, the Partnership issued and sold 1,189,667 3.3 |