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Equity (Notes)
9 Months Ended
Sep. 30, 2014
Equity [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
8. Equity
We had 15,812,500 common units held by the public outstanding as of September 30, 2014. Western owned 6,998,500 of our common units and 22,811,000 of our subordinated units constituting an aggregate limited partner interest of 65.3% as of September 30, 2014. The Offering transactions were allocated in accordance with agreements signed concurrently with the Offering and the pro-rata ownership of the units held by Western. Subsequent to September 30, 2014, WNRL issued 1,160,092 common units to Western in connection with the WRW asset purchase. See Note 15, Subsequent Events for additional detail on the transaction. In accordance with our partnership agreement, Western's subordinated units will convert to common units once we have met specified distribution targets and successfully completed other tests set forth in our partnership agreement.
Issuance of Additional Interests
Our partnership agreement authorizes us to issue additional partnership interests for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders. We may fund future acquisitions through the issuance of additional common units, subordinated units or other partnership interests. Holders of any additional common units we issue will be entitled to share proportionally in accordance with their respective percentage interests with the then-existing common unitholders in our distributions of available cash.
Allocations of Net Income
Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders and the general partner. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive distribution right payments allocated 100% to the general partner.
Percentage Allocations of Available Cash from Operating Surplus
The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our general partner (as the holder of our incentive distribution rights) based on the specified target distribution levels. The amounts set forth under the column heading "Marginal Percentage Interest in Distributions" are the percentage interests of our general partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column "Total Quarterly Distribution per Unit Target Amount". The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below assume our general partner has not transferred its incentive distribution rights and there are no arrearages on common units.
 
 
Total Quarterly Distribution
per Unit Target Amount
 
Marginal Percentage
Interest in Distributions
 
 
Unitholders
 
General Partner
Minimum Quarterly Distribution
 
$0.2875
 
100.0
%
 

First Target Distribution
 
above $0.2875 up to $0.3306
 
100.0
%
 

Second Target Distribution
 
above $0.3306 up to $0.3594
 
85.0
%
 
15.0
%
Third Target Distribution
 
above $0.3594 up to $0.4313
 
75.0
%
 
25.0
%
Thereafter
 
above $0.4313
 
50.0
%
 
50.0
%

Our partnership agreement sets forth the calculation we will use to determine the amount and priority of cash distributions that the common and subordinated unitholders and general partner will receive. We declare distributions subsequent to quarter end. In accordance with our partnership agreement, on January 31, 2014, our general partner's board of directors declared a quarterly cash distribution of $0.2407 per unit for the prorated period of October 16, 2013, through December 31, 2013, and corresponds to the prorated minimum quarterly distribution of $0.2875 per unit. We paid the distribution on February 24, 2014, to all unitholders of record on February 14, 2014. We made no distributions prior to this date.
The table below summarizes our 2014 quarterly distribution declarations, payments and scheduled payments through November 24, 2014:
 
2014
 
Declaration Date
 
Record Date
 
Payment Date
 
Distribution per Common and Subordinated Unit
First quarter
May 2
 
May 16
 
May 26
 
$
0.2975

Second quarter
August 1
 
August 15
 
August 25
 
0.3075

Third quarter
October 31
 
November 14
 
November 24
 
0.3175

Total
 
 
 
 
 
 
$
0.9225