Equity-Based Compensation (Notes)

6 Months Ended

Jun. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

12. Equity-Based Compensation

Our General Partner's board of directors adopted the LTIP for the benefit of employees, consultants and non-employee directors of our General Partner and its affiliates. Awards granted under the LTIP vest over a scheduled vesting period and their market value at the date of the grant is amortized over the restricted period on a straight-line basis. At June 30, 2017, there were 4,111,827 WNRL common units reserved for future grants under the LTIP.

The only equity awards that have been granted pursuant to the LTIP are phantom units. The fair value of the phantom units is determined based on the closing price of WNRL common units on the grant date. The estimated fair value of the phantom units is amortized on a straight-line basis over the scheduled vesting periods of individual awards. We incurred unit-based compensation expense of $3.1 million, $3.7 million, $0.8 million and $1.3 million for the three and six months ended June 30, 2017 and 2016, respectively. Upon completion of the Andeavor Acquisition on June 1, 2017, we incurred $2.3 million of additional unit-based compensation expense due to the acceleration of certain phantom unit awards upon Western's change in control.

The aggregate grant date fair value of nonvested phantom units outstanding as of June 30, 2017, was $3.7 million. The aggregate intrinsic value of such phantom units was $3.7 million. Total unrecognized compensation cost related to our non-vested phantom units totaled $3.1 million at June 30, 2017, which we expect to recognize over a weighted-average period of approximately 2.3 years.

A summary of our unit award activity for the six months ended June 30, 2017, is set forth below:

	Number of Phantom Units		Weighted-Average Grant Date Fair Value
Not vested at December 31, 2016	285,155		$	26.42
Awards granted	52,654		24.70
Awards vested (1)	(193,499	)	26.52
Awards forfeited	—		—
Not vested at June 30, 2017	144,310		25.65

(1) Upon completion of the Andeavor Acquisition on June 1, 2017, 107,487 phantom units vested upon Western's change in control.