Partners’ Capital and Distributions

At December 31, 2016, our outstanding equity consisted of 117,939,221 Class A common units and 39,997 Class B common 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.

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 generally means, for each fiscal quarter, all cash on hand at the end of the quarter:


•	less the amount of cash reserves that our general partner determines in its reasonable discretion is necessary or appropriate to:


•	provide for the proper conduct of our business;


•	comply with applicable law, any of our debt instruments, or other agreements; or


•	provide funds for distributions to our unitholders for any one or more of the next four quarters;


•	plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings. Working capital borrowings are generally borrowings that are made under our credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.

We paid distributions in 2017, 2016 and 2015 as follows:



Distribution For	Date Paid	Per Unit Amount		Total Amount
2014
4th Quarter	February 13, 2015	$	0.5950	$	56,542
2015
1st Quarter	May 15, 2015	$	0.6100	$	60,774
2nd Quarter	August 14, 2015	$	0.6250	$	68,737
3rd Quarter	November 13, 2015	$	0.6400	$	70,387
4th Quarter	February 12, 2016	$	0.6550	$	72,036
2016
1st Quarter	May 13, 2016	$	0.6725	$	73,961
2nd Quarter	August 12, 2016	$	0.6900	$	81,406
3rd Quarter	November 14, 2016	$	0.7000	$	82,585
4th Quarter	February 14, 2017	$	0.7100	$	83,765

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.

On July 27, 2016, we issued 8,000,000 Class A common units in a public offering at a price of $37.90 per unit. We received proceeds, net of underwriting discounts and offering costs, of approximately $298.0 million from that offering. We used those proceeds to repay a portion of the borrowings outstanding under our credit facility.

On July 22, 2015, we issued 10,350,000 Class A common units in a public offering at a price of $43.77 per unit, which included the exercise by the underwriters of an option to purchase up to 1,350,000 additional common units from us. We received proceeds, net of underwriting discounts and offering costs, of approximately $437.2 million from that offering. We used the net proceeds to fund a portion of the purchase price for our Enterprise acquisition.

On April 10, 2015, we issued 4,600,000 Class A common units in a public offering at a price of $44.42 per unit, which included the exercise by the underwriters of an option to purchase up to 600,000 additional common units from us. We received proceeds, net of underwriting discounts and offering costs, of approximately $198.2 million from that offering. We used the net proceeds for general partnership purposes, including the repayment of a portion of the borrowings outstanding under our credit facility.

In September 2014, we issued 4,600,000 Class A common units in a public offering at a price of $50.71 per unit. We received proceeds, net of underwriting discounts and offering costs, of approximately $225.7 million from that offering. We used the net proceeds for general partnership purposes, including the repayment of outstanding borrowings under our credit facility.

The new common units issued in 2016, 2015 and 2014 to the public for cash were as follows:



Period	Purchaser of Common Units	Units	Gross Unit Price		Issuance Value		Costs			Net Proceeds
July 2016	Public	8,000	$	37.90	$	303,200	$	(4,748	)	$	298,452
July 2015	Public	10,350	$	43.77	$	453,020	$	(15,856	)	$	437,164
April 2015	Public	4,600	$	44.42	$	204,332	$	(6,164	)	$	198,168
September 2014	Public	4,600	$	50.71	$	233,266	$	(7,541	)	$	225,725