
8.	PARTNERS’ CAPITAL

Unit Activity

Activity in the number of units was as follows:



	Limited Partners		General Partner Valero
	Common Unitholders Public	Common Unitholder Valero	General Partner Valero	Total
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	742,897	—	—	742,897
General partner units issued to maintain 2% interest	—	—	15,602	15,602
Balance as of June 30, 2017	22,487,586	45,687,271	1,391,323	69,566,180

Balance as of December 31, 2017	22,487,586	46,768,586	1,413,391	70,669,563
Unit-based compensation	5,898	—	—	5,898
General partner units issued to maintain 2% interest	—	—	120	120
Balance as of June 30, 2018	22,493,484	46,768,586	1,413,511	70,675,581

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”). As of June 30, 2018, we have sold common units having an aggregate value of $45.5 million under our ATM Program, resulting in $304.5 million remaining available.

There were no issuances of common units under our ATM Program for the six months ended June 30, 2018. The table below summarizes activities of the common units issued under our ATM Program and general partner units issued to maintain the 2.0 percent general partner interest in the Partnership for the six months ended June 30, 2017 (in thousands, except unit amounts):



	Units Issued	Total Proceeds		Offering Costs		Net Proceeds
Common – public	742,897	$	35,728	$	517	$	35,211
General partner	15,602	748		—		748

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.