Partners' Equity, Allocations and Cash Distributions

12 Months Ended

Dec. 31, 2024

Partners' Equity, Allocations and Cash Distributions

Partners' Equity, Allocations and Cash Distributions

Note 20. Partners’ Equity, Allocations and Cash Distributions

Partners’ Equity

Common Units and General Partner Interest

At December 31, 2024, there were 33,995,563 common units issued, including 6,415,996 common units held by affiliates of the General Partner, including directors and executive officers, and 327,307 common units held by the General Partner on behalf of the Partnership pursuant to its repurchase program for future long-term incentive plan obligations, collectively representing a 99.33% limited partner interest in the Partnership, and 230,303 general partner units representing a 0.67% general partner interest in the Partnership. There were no changes to common units or the general partner interest during the years ended December 31, 2024, 2023 and 2022.

Series A Preferred Units

On April 15, 2024 the Partnership redeemed all 2,760,000 of its Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) at a redemption price of $25.00 per unit, plus a $0.514275 per unit cash distribution for the period from February 15, 2024 through April 14, 2024. Effective April 15, 2024, the Series A Preferred Units are no longer outstanding.

Series B Preferred Units

At December 31, 2024, there were 3,000,000 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units issued representing limited partners interests (the “Series B Preferred Units”) for $25.00 per Series B Preferred Unit outstanding. There were no changes to the Series B Preferred Units during the years ended December 31, 2024, 2023 and 2022.

Common Units

The common units have limited voting rights as set forth in the Partnership’s partnership agreement.

General Partner Units and Incentive Distribution Rights

The Partnership’s general partner interest is represented by general partner units. The General Partner is entitled to a percentage (equal to the general partner interest) of all cash distributions of available cash on all common units. The Partnership’s partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders, holders of the incentive distribution rights and the General Partner will receive. The Partnership’s general partner interest has the management rights as set forth in the Partnership’s partnership agreement.

Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from distributable cash flow after the target distribution levels have been achieved, as defined in the Partnership’s partnership agreement. The General Partner holds all of the incentive distribution rights, but may transfer these rights separately from its general partner interest, subject to restrictions in the Partnership’s partnership agreement.

Series B Preferred Units

The Series B Preferred Units is a class of equity security that rank (a) senior to common units, incentive distributions rights and each other class or series of the Partnership’s equity securities established after March 24, 2021, the original issue date of the Series B Preferred Units (the “Series B Original Issue Date”), that is not expressly made senior to or on parity with and the Series B Preferred Units as to the payment of distributions and amounts payable upon a liquidation, and (b) on parity with respect to distributions or amounts payable upon a liquidation event, as applicable, with the Series B Preferred Units and each other and any class or series of the Partnership’s equity securities established after the Series B Original Issue Date with terms expressly providing that such class or series ranks on parity with the Series B Preferred Units as to payment of distributions and amounts payable on a liquidation event, as applicable.

Allocations of Net Income

Net income is allocated between the General Partner and the common unitholders in accordance with the provisions of the Partnership’s partnership agreement. Net income is generally allocated first to the General Partner and the common unitholders in an amount equal to the net losses allocated to the General Partner and the common unitholders in the current and prior tax years under the Partnership’s partnership agreement. The remaining net income is allocated to the General Partner and the common unitholders in accordance with their respective percentage interests of the general partner units and common units.

Cash Distributions

Common Units

The Partnership intends to make cash distributions to common unitholders on a quarterly basis, although there is no assurance as to the future cash distributions since they are dependent upon future earnings, capital requirements, financial condition and other factors. The Credit Agreement prohibits the Partnership from making cash distributions if any potential default or Event of Default, as defined in the Credit Agreement, occurs or would result from the cash distribution. The indentures governing the Partnership’s outstanding senior notes also limit the Partnership’s ability to make distributions to its common unitholders in certain circumstances.

Within 45 days after the end of each quarter, the Partnership will distribute all of its Available Cash (as defined in its partnership agreement) to common unitholders of record on the applicable record date. The amount of Available Cash is all cash on hand on the date of determination of Available Cash for the quarter; less the amount of cash reserves established by the General Partner to provide for the proper conduct of the Partnership’s businesses, to comply with applicable law, any of the Partnership’s debt instruments or other agreements or to provide funds for distributions to unitholders and the General Partner for any one or more of the next four quarters.

The Partnership will make distributions of Available Cash from distributable cash flow for any quarter in the following manner: 99.33% to the common unitholders, pro rata, and 0.67% to the General Partner, until the Partnership distributes for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; and thereafter, cash in excess of the minimum quarterly distribution is distributed to the common unitholders and the General Partner based on the percentages as provided below.

As holder of the IDRs, the General Partner is entitled to incentive distributions if the amount that the Partnership distributes with respect to any quarter exceeds specified target levels shown below:

		Marginal Percentage
	Total Quarterly Distribution	Interest in Distributions
	Target Amount	Unitholders		General Partner
First Target Distribution	up to $0.4625	99.33	%	0.67	%
Second Target Distribution	above $0.4625 up to $0.5375	86.33	%	13.67	%
Third Target Distribution	above $0.5375 up to $0.6625	76.33	%	23.67	%
Thereafter	above $0.6625	51.33	%	48.67	%

The Partnership paid the following cash distributions to common unitholders during 2024, 2023 and 2022 (in thousands, except per unit data):

	For the	Per Unit
Cash Distribution	Quarter	Cash		Common		General		Incentive		Total Cash
Payment Date	Ended	Distribution		Units		Partner		Distribution		Distribution
2022
2/14/2022 (1)	12/31/21	$	0.5850	$	19,887	$	141	$	871	$	20,899
5/13/2022 (1)	03/31/22		0.5950		20,227		144		973		21,344
8/12/2022 (1)	06/30/22		0.6050		20,567		147		1,075		21,789
11/14/2022 (1)	09/30/22		0.6250		21,247		153		1,280		22,680
2023
2/14/2023 (2)	12/31/22	$	1.5725	$	53,458	$	569	$	1,383	$	55,410
5/15/2023 (1)	03/31/23		0.6550		22,267		162		1,587		24,016
8/14/2023 (3)	06/30/23		0.6750		22,947		169		2,062		25,178
11/14/2023 (3)	09/30/23		0.6850		23,287		174		2,380		25,841
2024
2/14/2024 (3)	12/31/23	$	0.7000	$	23,797	$	180	$	2,857	$	26,834
5/15/2024 (3)	03/31/24		0.7100		24,137		185		3,174		27,496
8/14/2024 (3)	06/30/24		0.7200		24,477		189		3,493		28,159
11/14/2024 (3)	09/30/24		0.7300		24,817		194		3,810		28,821

(1) This distribution resulted in the Partnership reaching its third target level distribution for the respective quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution.

(2) This distribution consists of a quarterly distribution of $0.6350 per unit and a one-time special distribution of $0.9375 per unit. The quarterly distribution of $0.6350 per unit resulted in the Partnership reaching its third target level distribution for this quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution with respect to the $0.6350 per unit distribution. The General Partner agreed to waive its incentive distribution rights with respect to the special distribution.

(3) This distribution resulted in the Partnership exceeding its third target level distribution for the respective quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution.

In addition, on January 29, 2025, the board of directors of the General Partner declared a quarterly cash distribution of $0.7400 per unit ($2.96 per unit on an annualized basis) on all of its outstanding common units for the period from October 1, 2024 through December 31, 2024. On February 14, 2025, the Partnership paid the total cash distribution of approximately $29.5 million to unitholders of record as of the close of business on February 10, 2025. The quarterly distribution resulted in the Partnership exceeding its third target level distribution.

Series A Preferred Units

Prior to the April 15, 2024 redemption of the Series A Preferred Units discussed above, distributions on the Series A Preferred Units were cumulative from August 7, 2018, the original issue date of the Series A Preferred Units,

and were payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, a “Series A Distribution Payment Date”), commencing on November 15, 2018, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series A Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. Distributions on the Series A Preferred Units were paid out of Available Cash with respect to the quarter immediately preceding the applicable Series A Distribution Payment Date.

The Partnership paid the following cash distributions on the Series A Preferred Units during 2024, 2023 and 2022 (in thousands, except per unit data):

	For the	Per Unit
Cash Distribution	Quarterly Period	Cash		Total Cash
Payment Date	Covering	Distribution		Distribution		Rate
2022
2/15/2022	11/15/21 - 2/14/22	$	0.609375	$	1,682	9.75%
5/16/2022	2/15/22 - 5/14/22		0.609375		1,682	9.75%
8/15/2022	5/15/22 - 8/14/22		0.609375		1,682	9.75%
11/15/2022	8/15/22 - 11/14/22		0.609375		1,682	9.75%
2023
2/15/2023	11/15/22 - 2/14/23	$	0.609375	$	1,682	9.75%
5/15/2023	2/15/23 - 5/14/23		0.609375		1,682	9.75%
8/15/2023	5/15/23 - 8/14/23		0.609375		1,682	9.75%
11/15/2023	8/15/23 - 11/14/23		0.77501		2,139	12.40%
2024
2/15/2024	11/15/23 - 2/14/24	$	0.77596	$	2,142	10.42%

On April 15, 2024, the Partnership paid the full redemption price of $25.00 per Series A Preferred Unit, plus a cash distribution $0.514275 per unit for the period from February 15, 2024 through April 14, 2024, for a total amount of $70.4 million.

Series B Preferred Units

Distributions on the Series B Preferred Units are cumulative from the Series B Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, a “Series B Distribution Payment Date”), commencing on May 15, 2021, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series B Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. Distributions on the Series B Preferred Units will be paid out of Available Cash with respect to the quarter immediately preceding the applicable Series B Distribution Payment Date.

The distribution rate for the Series B Preferred Units is 9.50% per annum of the $25.00 liquidation preference per Series B Preferred Unit (equal to $2.375 per Series B Preferred Unit per annum).

The Partnership paid the following additional cash distributions on the Series B Preferred Units during 2024, 2023 and 2022 (in thousands, except per unit data):

	For the	Per Unit
Cash Distribution	Quarterly Period	Cash		Total Cash
Payment Date	Covering	Distribution		Distribution
2022
2/15/2022	11/15/21 - 2/14/22	$	0.59375	$	1,781
5/16/2022	2/15/22 - 5/14/22		0.59375		1,781
8/15/2022	5/15/22 - 8/14/22		0.59375		1,781
11/15/2022	8/15/22 - 11/14/22		0.59375		1,781
2023
2/15/2023	11/15/22 - 2/14/23	$	0.59375	$	1,781
5/15/2023	2/15/23 - 5/14/23		0.59375		1,781
8/15/2023	5/15/23 - 8/14/23		0.59375		1,781
11/15/2023	8/15/23 - 11/14/23		0.59375		1,781
2024
2/15/2024	11/15/23 - 2/14/24	$	0.59375	$	1,781
5/15/2024	2/15/24 - 5/14/24		0.59375		1,781
8/15/2024	5/15/24 - 8/14/24		0.59375		1,781
11/15/2024	8/15/24 - 11/14/24		0.59375		1,781

In addition, on January 13, 2025, the board of directors of the General Partner declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Series B Preferred Units for the period from November 15, 2024 through February 14, 2025 to holders of record as of the opening of business on February 3, 2025. On February 18, 2025, the Partnership paid the total cash distribution of approximately $1.8 million.

At any time on or after May 15, 2026, the Partnership may redeem, in whole or in part, the Series B Preferred Units at a redemption price in cash of $25.00 per Series B Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. The Partnership must provide not less than 30 days’ and not more than 60 days’ advance written notice of any such redemption. Any such redemptions would be effected only out of funds legally available for such purposes and would be subject to compliance with the provisions of the Partnership’s outstanding indebtedness.