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Certain Provisions of the Partnership Agreement
9 Months Ended
Sep. 30, 2012
Partners' Capital Notes [Abstract]  
Certain Provisions of Partnership Agreement

(5) Certain Provisions of the Partnership Agreement

  • Partnership Distributions       

Unless restricted by the terms of the Partnership's credit facility and/or the indentures governing the Partnership's 2022 Notes and the Partnership's 8 7/8% senior unsecured notes due 2018 (“2018 Notes” and, together with the 2022 Notes, “all senior unsecured notes”), the Partnership must make distributions of 100.0% of available cash, as defined in the partnership agreement, within 45 days following the end of each quarter. Distributions will generally be made to the common unitholders and to the general partner relative to their proportional share of ownership of the Partnership, subject to the payment of incentive distributions as described below to the extent that certain target levels of cash distributions are achieved.

Under the quarterly incentive distribution provisions, generally the Partnership's general partner is entitled to 13.0% of amounts the Partnership distributes in excess of $0.25 per unit, 23.0% of the amounts the Partnership distributes in excess of $0.3125 per unit and 48.0% of amounts the Partnership distributes in excess of $0.375 per unit. Incentive distributions totaling $1.2 million and $3.3 million were earned by the Company for the three and nine months ended September 30, 2012, respectively.

The Partnership's first and second quarter 2012 distribution on its common and preferred units of $0.33 per unit was paid on May 15, 2012 and August 14, 2012, respectively. The Partnership's third quarter 2012 distribution on its common and preferred units of $0.33 per unit will be paid on November 14, 2012.

(b) Issuance of Partnership Equity

On May 15, 2012, the Partnership issued 10,120,000 common units representing limited partner interests in the Partnership at a public offering price of $16.28 per unit for net proceeds of $158.0 million. The net proceeds from the common units offering were used for general partnership purposes.

On September 14, 2012, the Partnership issued 5,660,378 common units representing limited partner interests in the Partnership at a private offering price of $13.25 per unit for net proceeds of $74.8 million. The net proceeds from the common units issuance were used primarily to fund the Partnership's currently identified projects, including the Cajun-Sibon NGL pipeline expansion, and for general partnership purposes.

The Company reflects changes in its ownership interest in the Partnership as equity transactions. The carrying amount of the non-controlling interest is adjusted to reflect the change in the Company's ownership interest in the Partnership. Any difference between the fair value of the consideration received and the amount by which the non-controlling interest is adjusted is recognized in additional paid-in-capital. The Company's book carrying amount per Partnership unit was below the price per unit received by the Partnership for its May 2012 and September 2012 sales of common units resulting in changes in equity of $12.3 million and $3.6 million, respectively. The changes were recorded as an increase in additional paid-in-capital and a reduction in non-controlling interest during the period ended September 30, 2012. The Company also reduced its deferred tax liability in the amount of $5.1 million and $6.0 million, respectively, relating to the difference between its book and tax investment in the Partnership with the offset to additional paid-in-capital.

(c) Amendment to Partnership Agreement

 On September 13, 2012, the board of directors of the General Partner amended the partnership agreement to (i) convert the General Partner's obligation to make capital contributions to the Partnership to maintain its 2% interest in connection with the issuance of additional limited partner interests by the Partnership to an option of the General Partner to make future capital contributions to maintain its then current general partner percentage interest and (ii) amend certain terms and conditions of the Series A Convertible Preferred Units (the “Preferred Units”), including, among other corresponding modifications, the following amendments:

 

Distributions Paid-In-Kind (PIK): for each quarter through the quarter ending December 31, 2013 (the “PIK Period”), the Partnership will pay distributions in-kind on the Preferred Units (“PIK Preferred Units”) without penalty and without affecting the Partnership's ability to pay cash distributions on the common units.

 

PIK Preferred Unit Price: during the PIK Period, the fixed price used to determine the number of PIK Preferred Units to be paid instead of cash distributions will increase from $8.50 per Preferred Unit to $13.25 per Preferred Unit.

 

Optional Redemption: the existing right of the holders of Preferred Units to convert the Preferred Units into common units was modified so that such right may not be exercised until the earlier of (i) the business day following the record date for the distribution for the quarter ending December 31, 2013 and (ii) February 10, 2014.

 

Mandatory Redemption: the right of the Partnership to convert the Preferred Units into common units on January 19, 2013 was modified so that such right may not be exercised until the business day following the distribution for the quarter ending December 31, 2013 (subject to the satisfaction of the existing conditions applicable to such right).