Partners' Capital

3 Months Ended

Mar. 31, 2017

Partners' Capital Notes [Abstract]

PARTNERS' CAPITAL

9. PARTNERS’ CAPITAL

Unit Activity

Activity in the number of units was as follows:

	Common			General Partner
	Public	Valero	Subordinated		Total
Balance as of December 31, 2015	21,509,651	15,018,602	28,789,989	1,332,829	66,651,071
Unit-based compensation	5,958	—	—	—	5,958
Balance as of March 31, 2016	21,515,609	15,018,602	28,789,989	1,332,829	66,657,029
Balance as of December 31, 2016	21,738,692	45,687,271	—	1,375,721	68,801,684
Unit-based compensation	5,997	—	—	—	5,997
Units issued under ATM program	733,601	—	—	—	733,601
General partner units issued to maintain 2% interest	—	—	—	15,412	15,412
Balance as of March 31, 2017	22,478,290	45,687,271	—	1,391,133	69,556,694

ATM Program

On September 16, 2016, we entered into an equity distribution agreement pursuant to which we may offer and sell from time to time our common units having an aggregate offering price of up to $350.0 million based on amounts, at prices, and on terms to be determined by market conditions and other factors at the time of our offerings (such continuous offering program, or at-the-market program, referred to as our “ATM Program”). During the three months ended March 31, 2017, we issued 733,601 common units under our ATM Program and received proceeds of $34.9 million, which is net of $414,000 of expenses with respect to the sales of these units.

Concurrent with the issuance of common units under our ATM Program, our general partner contributed $739,000 in exchange for 15,412 general partner units to maintain its 2.0 percent general partner interest in the Partnership.

Subordinated Unit Conversion

Effective August 10, 2016, all of our subordinated units, which were owned by Valero, were converted on a one-for-one basis into common units. The conversion of the subordinated units does not impact the amount of cash distributions paid or the total number of outstanding units.

Transfers to (from) Partners

Subsequent to the expiration of the subordination period on August 10, 2016, all of our common units have equal rights, including rights to distributions and to our net assets in the event of liquidation. As a result, a reallocation of the carrying values of our public common unitholders’ interest in us and Valero’s common unitholder interest in us is required when a change in ownership occurs in order for the portion of those carrying values associated with activity subsequent to the subordination period to be equal to the respective unitholders’ ownership interests (in units) in us. Transfers to (from) partners resulted from the issuance of equity under our ATM Program during the three months ended March 31, 2017.