Partners' Capital And Distributions

6 Months Ended

Jun. 30, 2012

8. Partners’ Capital and Distributions

On March 28, 2012, we issued 5,750,000 Class A common units in a public offering at a price of $30.80 per unit. We received proceeds, net of underwriting discounts and offering costs, of $169.4 million from the offering. The net proceeds were used for general corporate purposes, including the repayment of borrowings under our credit facility. At June 30, 2012, our outstanding common units consisted of 79,424,522 Class A units and 39,997 Class B units.

Waiver Units

Our waiver units are non-voting securities entitled to a minimal preferential quarterly distribution. At issuance our waiver units were comprised of four classes (designated Class 1, Class 2, Class 3 and Class 4) of 1,750,000 authorized units each, of which 1,738,000 units of each class have been issued. The waiver units in each class are convertible into Class A common units in the calendar quarter at a 1:1 conversion rate during which each of our common units receives a specified minimum quarterly distribution and our distribution coverage ratio (after giving effect to the then convertible waiver units) would be at least 1.1 times. The minimum distribution per common unit required for conversion is $0.43 (Class 1), $0.46 (Class 2), $0.49 (Class 3) and $0.52 (Class 4). On February 14, 2012, our Class 1 waiver units became convertible as we paid a distribution of $0.44 per common unit and satisfied the conversion coverage ratio requirement. All Class 1 waiver units were converted into common units by March 31, 2012. At June 30, 2012, we had 5,214,099 waiver units outstanding comprised of the last three classes.

On August 14, 2012, each of our Class 2 waiver units will become convertible (at the option of the holder thereof) as we will pay a distribution of $0.46 per common unit and satisfy the conversion coverage ratio requirement. The waiver units convert into common units no later than six months from the date they become convertible.

Distributions

We paid or will pay the following distributions in 2011 and 2012:



Distribution For	Date Paid		Per Unit Amount		Total Amount
2011
1^st Quarter	May 13, 2011		$	0.4075	$	26,343
2^nd Quarter	August 12, 2011		$	0.4150	$	29,878
3^rd Quarter	November 14, 2011		$	0.4275	$	30,777
4^th Quarter	February 14, 2012		$	0.4400	$	31,677
2012
1^st Quarter	May 15, 2012		$	0.4500	$	35,759
2^nd Quarter	August 14, 2012	⁽¹⁾	$	0.4600	$	36,554

(1) This distribution will be paid to unitholders of record as of August 1, 2012.

- Definition

The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units.

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