11. Partners’ Capital and Distributions

At December 31, 2013, our outstanding equity consisted of 88,650,988 Class A common units, 39,997 Class B common units and 1,738,233 waiver units. The Class A units are traditional common units in us. The Class B units are identical to the Class A units and, accordingly, have voting and distribution rights equivalent to those of the Class A units, and, in addition, the Class B units have the right to elect all of our board of directors and are convertible into Class A units under certain circumstances, subject to certain exceptions. The 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 1,738,000 units each. The waiver units in each class were/are convertible into Class A common units at a 1:1 conversion rate in the calendar quarter 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 was $0.49 for our Class 3 waiver units and is $0.52 for our Class 4 waiver units.

Our Class 1 and Class 2 waiver units converted into common units in 2012.

On May 15, 2013, our Class 3 waiver units became convertible as we paid a distribution of $0.4975 per common unit and satisfied the conversion coverage ratio requirement. All Class 3 waiver units were converted into common units by June 30, 2013.

At December 31, 2013, we had 1,738,233 Class 4 waiver units outstanding, which will convert into common units when we satisfy the conversion coverage ratio requirement and pay a minimum distribution of $0.52 per common unit.

Distributions

Generally, we will distribute 100% of our available cash (as defined by our partnership agreement) within 45 days after the end of each quarter to unitholders of record. Available cash consists generally of all of our cash receipts less cash disbursements adjusted for net changes to reserves. We paid distributions in 2014, 2013 and 2012 as follows:



Distribution For	Date Paid	Per Unit Amount		Total Amount
2011
4th Quarter	February 14, 2012	$	0.4400	$	31,677
2012
1st Quarter	May 15, 2012	$	0.4500	$	35,768
2nd Quarter	August 14, 2012	$	0.4600	$	36,563
3rd Quarter	November 14, 2012	$	0.4725	$	38,375
4th Quarter	February 14, 2013	$	0.4850	$	39,390
2013
1st Quarter	May 15, 2013	$	0.4975	$	40,405
2nd Quarter	August 14, 2013	$	0.5100	$	42,302
3rd Quarter	November 14, 2013	$	0.5225	$	46,344
4th Quarter	February 14, 2014	$	0.5350	$	47,453

Equity Issuances and Contributions

Our partnership agreement authorizes our general partner to cause us to issue additional limited partner interests and other equity securities, the proceeds from which could be used to provide additional funds for acquisitions or other needs.

In September 2013, we issued 5,750,000 Class A common units in a public offering at a price of $47.51 per unit. We received proceeds, net of underwriting discounts and offering costs, of approximately $263.6 million from that offering. We used the net proceeds for general partnership purposes, including the repayment of outstanding borrowings under our revolving credit facility.

In March 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.

In July 2011, we issued 7,350,000 common units in a public offering. We received proceeds, net of underwriting discounts and offering costs, of $185 million from the offering. The proceeds were used to fund our acquisition of the black oil barge transportation business of FMT (see Note 3) and other corporate purposes, including the repayment of borrowings outstanding under our credit facility.

The new common units issued in 2013, 2012 and 2011 to the public for cash were as follows:



Period	Purchaser of Common Units	Units	Gross Unit Price		Issuance Value		Costs			Net Proceeds
September 2013	Public	5,750	$	47.51	$	273,183	$	(9,609	)	$	263,574
March 2012	Public	5,750	$	30.80	$	177,100	$	(7,679	)	$	169,421
July 2011	Public	7,350	$	26.30	$	193,305	$	(8,336	)	$	184,969