11. Equity

We had 28,866,477 publicly held outstanding common units as of September 30, 2016, including the net settlement and issuance of 62,216 common units upon the vesting of phantom units from our Western Refining Logistics, LP 2013 Long-Term Incentive Plan (the "LTIP") during the nine months ended September 30, 2016. Western owned 9,207,847 of our common units and 22,811,000 of our subordinated units constituting an aggregate limited partner interest of 52.6% as of September 30, 2016.

On September 7, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 7,500,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on September 13, 2016. We also granted the underwriter an option to purchase additional common units on the same terms which was exercised in full and closed on September 30, 2016, for 1,125,000 additional common units. We used the net proceeds generated from our equity offering to partially fund the St. Paul Park Logistics Transaction and to repay a portion of the outstanding borrowings under the Revolving Credit Facility.

On May 16, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 3,750,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on May 20, 2016. We also granted the underwriters an option to purchase up to 562,500 additional common units on the same terms, which was exercised in full and closed on June 1, 2016. We used the net proceeds generated from our equity offering to repay a portion of the outstanding balance on our Revolving Credit Facility during the period.

In accordance with our partnership agreement, Western's subordinated units will convert to common units once we have met specified distribution targets and successfully met other criteria set forth in our Second A&R Partnership Agreement.

Changes to equity during the nine months ended September 30, 2016, were as follows:



	Division			General			TexNew Mex -			Common -			Common -			Subordinated -
	Equity			Partner			Western			Public			Western			Western			Total
	(In thousands)
Balance at December 31, 2015	$	108,013		$	(1,085	)	$	(310	)	$	327,351		$	(105,090	)	$	(289,289	)	$	39,590
Unit-based compensation	—			—			—			1,465			—			—			1,465
Issuance of common units	—			—			—			277,751			—			—			277,751
Offering costs for issuance of common units	—			—			—			(477		)	—			—			(477		)
Net loss attributable to General Partner	(23,309		)	—			—			—			—			—			(23,309		)
Contributions from affiliate	20,286			—			—			—			—			—			20,286
Allocation of net investment of St. Paul Park Logistics Transaction	(104,990		)	—			—			—			28,696			76,294			—
Consideration paid for St. Paul Park Logistics Transaction	—			—			—			—			(53,235		)	(141,765		)	(195,000		)
Distributions to partners declared	—			(2,857		)	—			(21,006		)	(10,360		)	(27,544		)	(61,767		)
Net income attributable to limited partners	—			—			—			16,907			7,942			21,055			45,904
Balance at September 30, 2016	$	—		$	(3,942	)	$	(310	)	$	601,991		$	(132,047	)	$	(361,249	)	$	104,443

TexNew Mex Units

The Second A&R Partnership Agreement created the TexNew Mex Shared Segment and the TexNew Mex Units. The TexNew Mex units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment resulting from crude oil throughput on the TexNew Mex shared segment above the 13,000 bpd. To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount (as such terms are defined in the Second A&R Partnership Agreement). To the extent the holder of a TexNew Mex Unit is entitled to such a distribution, that distribution will be preferential to all other unit holder distributions. We declared no distributions to TexNew Mex unitholders related to our operating results for the three and nine months ended September 30, 2016 and 2015.

Holders of TexNew Mex Units generally do not have voting rights, except for limited voting rights related to amendments to the rights of holders of the TexNew Mex Units, the issuance of additional TexNew Mex Units or partnership securities with distribution rights senior to or on a parity with the TexNew Mex Units, the sale of any material portion of the TexNew Mex Pipeline and the reservation by the Partnership of any distribution amounts to which the holders of TexNew Mex Units are otherwise entitled.

The TexNew Mex Units are perpetual and have no rights of redemption or of conversion. No holder of any TexNew Mex Unit may transfer any or all of the TexNew Mex Units held by such holder without the prior written approval of the General Partner, unless the transfer either is to an affiliate of the holder or is to any person who is, or will be substantially concurrently with the completion of the transfer, an affiliate of the General Partner.

Issuance of Additional Interests

Our partnership agreement authorizes us to issue additional partnership interests for 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 and Loss

The Second A&R 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 Second A&R 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, subject to the preferential distribution rights of holders of the TexNew Mex Units. 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
	Total Quarterly Distribution per Unit Target Amount	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 Second A&R Partnership Agreement sets forth the calculation to be used 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. The table below summarizes our 2016 quarterly distribution declarations, payments and scheduled payments:



Declaration Date	Record Date	Payment Date	Distribution per Common and Subordinated Unit
February 1, 2016	February 11, 2016	February 26, 2016	$	0.3925
April 25, 2016	May 13, 2016	May 27, 2016	0.4025
July 26, 2016	August 12, 2016	August 26, 2016	0.4125
October 24, 2016	November 7, 2016	November 23, 2016	0.4225
Total			$	1.6300

During 2015 and 2016, we declared and paid distributions that were in excess of the target distribution amounts set forth in our partnership agreement, resulting in distributions to our General Partner as the holder of incentive distribution rights. The total quarterly cash distributions for the three and nine months ended September 30, 2016 and 2015, respectively, were as follows:



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(In thousands, except per unit data)
TexNew Mex Unit distributions:
TexNew Mex Unit distributions	$	—	$	—	$	310	$	—
Total TexNew Mex Unit distributions	$	—	$	—	$	310	$	—

General Partners' distributions:
General Partner's incentive distribution rights	$	1,175	$	326	$	2,857	$	481
Total General Partner's distributions	$	1,175	$	326	$	2,857	$	481

Limited partners' distributions:
Common	$	11,913	$	8,766	$	31,366	$	25,086
Subordinated	9,409		8,326		27,544		23,838
Total limited partners' distributions	21,322		17,092		58,910		48,924
Total cash distributions	$	22,497	$	17,418	$	62,077	$	49,405

Cash distributions per limited partner unit	$	0.4125	$	0.3650	$	1.2075	$	1.0450

We currently have an effective universal shelf Registration Statement on Form S-3 that provides for the registration and sale of up to $1 billion of equity or debt securities of us and certain of our subsidiaries. We may over time, and subject to market conditions, in one or more offerings, offer and sell any combination of the securities described in the prospectus. During the second and third quarter of 2016, we completed equity offerings pursuant to the shelf registration statement and resulted in reduced availability. The current availability under our shelf Registration Statement on Form S-3 is $713.8 million.