Equity | 9. Equity The table below summarizes changes in the number of units outstanding for the three months ended March 31, 2018 and 2017 (in units): Series A Series B Common Subordinated Preferred Preferred Balance as of December 31, 2016 19,450,555 3,135,109 863,957 1,840,000 Unit Exchange Program 8,546 — — — Unit-based compensation 6,798 — — — Balance as of March 31, 2017 19,465,899 3,135,109 863,957 1,840,000 Balance as of December 31, 2017 20,146,458 3,135,109 1,568,402 2,463,015 Issuance of units to Fund H - January 18, 2018 1,506,421 — — — Conversion of subordinated units 3,135,109 (3,135,109 ) — — ATM Programs 27,830 — 24,747 — Unit Exchange Program 185,898 — — — Unit-based compensation 3,826 — — — Balance as of March 31, 2018 25,005,542 — 1,593,149 2,463,015 On February 23, 2017, the Partnership filed a universal shelf registration statement on Form S-3 with the SEC. The shelf registration statement was declared effective by the SEC on March 27, 2017 and permits us to issue and sell common and preferred units, from time to time, representing limited partner interests in us and debt securities up to an aggregate amount of $750.0 million. Common Units On February 16, 2016, the Partnership established a Common Unit at-the-market offering program (the “Common Unit ATM Program”) pursuant to which we may sell, from time to time, Common Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the Common Unit ATM Program will be used for general partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. During the three months ended March 31, 2018, 27,830 Common Units were issued under the Common Unit ATM Program generating proceeds of approximately $0.5 million before issuance costs. No Common Units were issued under the Common Unit ATM Program during the three months ended March 31, 2017. On February 16, 2016, the Partnership filed a shelf registration statement on Form S-4 with the SEC. The shelf registration statement was declared effective on March 10, 2016 and permits us to offer and issue, from time to time, an aggregate of up to 5,000,000 Common Units in connection with the acquisition by us or our subsidiaries of other businesses, assets or securities. During the three months ended March 31, 2018 and 2017, under the Unit Exchange Program, we completed an acquisition of six and one tenant sites in exchange for 185,898 and 8,546 Common Units, valued at approximately $3.2 million and $0.1 million, respectively. Subordinated Units Our Partnership Agreement provides that, during the subordination period, the Common Units have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.2875 per Common Unit, which amount is defined in our Partnership Agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the Common Units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. These units are deemed “subordinated” because for a period of time, referred to as the subordination period, the subordinated units are not entitled to receive any distributions until the Common Units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution on the Common Units from prior quarters. Furthermore, no arrearages will accrue or be payable on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that, during the subordination period, there will be available cash to be distributed on the Common Units. The requirements under our Partnership Agreement for the conversion of all the subordinated units into common units were satisfied upon the payment of our quarterly cash distribution on February 14, 2018. Therefore, effective February 15, 2018, all of our subordinated units which are owned by Landmark, were converted on a one-for-one basis into common units. The conversion of subordinated units does not impact the amount of cash distributions or total number of outstanding units. Preferred Units On June 24, 2016, the Partnership established a Series A Preferred Unit at-the-market offering program (the “Series A Preferred Unit ATM Program”) pursuant to which we may sell, from time to time, Series A Preferred Units having an aggregate offering price of up to $40.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the Series A Preferred Unit ATM Program will be used for general Partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. During the three months ended March 31, 2018, the Partnership issued 24,747 Series A Preferred Units under our Series A Preferred Unit ATM Program, generating proceeds of approximately $0.6 million before issuance costs. No Series A Preferred Units were issued under the Series A Preferred Unit ATM Program during the three months ended March 31, 2017. On March 30, 2017, the Partnership established a Series B Preferred Unit at-the-market offering program (the “Series B Preferred Unit ATM Program” and together with the Series A Preferred Unit ATM Program and Common Unit ATM Program the “ATM Programs”) pursuant to which we may sell, from time to time, Series B Preferred Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the Series B Preferred Unit ATM Program will be used for general Partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. No Series B Preferred Units were issued under our Series B Preferred Unit ATM Program during the three months ended March 31, 2018 and 2017. Distributions The table below summarizes the quarterly distributions related to our quarterly financial results: Total Distribution Distribution Quarter Ended Declaration Date Distribution Date Per Unit (in thousands) Common and Subordinated Units March 31, 2017 April 20, 2017 May 15, 2017 $ 0.3525 $ 8,133 June 30, 2017 July 19, 2017 August 14, 2017 0.3550 8,222 September 30, 2017 October 18, 2017 November 14, 2017 0.3575 8,303 December 31, 2017 January 24, 2018 February 14, 2018 0.3675 9,304 March 31, 2018 April 19, 2018 May 15, 2018 0.3675 9,384 Series A Preferred Units March 31, 2017 March 16, 2017 April 17, 2017 $ 0.5000 $ 432 June 30, 2017 June 22, 2017 July 17, 2017 0.5000 555 September 30, 2017 September 21, 2017 October 16, 2017 0.5000 713 December 31, 2017 December 21, 2017 January 16, 2018 0.5000 784 March 31, 2018 March 23, 2018 April 16, 2018 0.5000 797 Series B Preferred Units March 31, 2017 April 20, 2017 May 15, 2017 $ 0.4938 $ 934 June 30, 2017 July 19, 2017 August 15, 2017 0.4938 990 September 30, 2017 October 18, 2017 November 15, 2017 0.4938 1,203 December 31, 2017 January 22, 2018 February 15, 2018 0.4938 1,216 March 31, 2018 April 19, 2018 May 15, 2018 0.4938 1,216 |