11. Equity

Private Placement

On the May 18, 2015, the Partnership completed the sale of the Common Units in the Private Placement for approximately $297.4 million net proceeds ($300.0 million gross proceeds, or $39.00 per Common Unit, less $2.6 million of placement agent fees). In connection with the issuance of the Common Units, the Partnership issued the general partner units to the general partner for $6.1 million in order to maintain its 2.0% general partner interest in the Partnership. The Partnership used the net proceeds of the Private Placement to partially fund the May 2015 Acquisition. See Note 3 — Acquisitions for additional details.

Registration Rights Agreement

In connection with the Private Placement, the Partnership entered into a Registration Rights Agreement with the investors, which granted them certain rights, including a requirement for us to file a shelf registration statement under the Securities Act with the SEC for the resale of the Common Units. On June 12, 2015, the Partnership filed a Registration Statement on Form S-1 with the SEC to register for resale the 7,692,308 Common Units issued and sold in the Private Placement. This registration statement was declared effective by the SEC on July 23, 2015.

On November 2, 2015, the Partnership filed a Registration Statement on Form S-3 with the SEC relating to an indeterminate number of common units and partnership securities representing limited partner interests.

Shelf Registration

On November 2, 2015, the Partnership filed a universal shelf registration statement on Form S-3 with the SEC relating to an indeterminate number of common units and partnership securities representing limited partner interests.

On November 17, 2015, the Partnership completed the sale of 9,200,000 common units representing limited partner interests to unaffiliated third parties in the Offering for approximately $296.8 million net proceeds ($299.4 million gross proceeds, less $2.6 million of underwriters’ discount and other offering costs) and issued 187,755 general partner units to our general partner to maintain its 2.0% general partner interest.

Units Outstanding

As of December 31, 2015, we had 84,367,376 common units outstanding. SPLC owned 21,475,068 common units and 67,475,068 subordinated units, representing an aggregate 57.4% limited partner interest, all of the incentive distribution rights, and 3,098,825 general partner units, representing a 2.0% general partner interest in the Partnership.

The changes in the number of units outstanding from December 31, 2014 through December 31, 2015 are as follows:

(in units)	Public Common		SPLC Common		SPLC Subordinated		General Partner		Total
Units issued in connection with IPO - November 2014		46,000,000		21,475,068		67,475,068		2,754,084		137,704,220
Balance as of December 31, 2014		46,000,000		21,475,068		67,475,068		2,754,084		137,704,220
Units issued in connection with Private Placement - June 2015		7,692,308		—		—		156,986		7,849,294
Units issued in connection with public offering - November 2015		9,200,000		—		—		187,755		9,387,755
Balance as of December 31, 2015		62,892,308		21,475,068		67,475,068		3,098,825		154,941,269

Distributions to our Unitholders

The following table details the distributions declared and/or paid for the periods presented:

														Distributions
Date Paid	Three Months	Public		SPLC		SPLC		General Partner						per Limited
or to be Paid	Ended	Common		Common		Subordinated		Incentive			2.0%	Total		Partner Unit
		(in millions, except per unit amounts)
February 12, 2015	December 31, 2014 ⁽¹⁾	$	4.8	$	2.2	$	7.1	$	—	$	0.3	$	14.4	$	0.1042
May 14, 2015	March 31, 2015		8.0		3.8		11.8		—		0.5		24.1		0.1750
August 13, 2015	June 30, 2015		10.2		4.1		12.8		0.1		0.5		27.7		0.1900
November 12, 2015	September 30, 2015		11.0		4.4		13.9		0.4		0.6		30.3		0.2050
February 11, 2016	December 31, 2015 ⁽²⁾		13.9		4.7		14.8		1.2		0.7		35.3		0.2200

⁽¹⁾The fourth quarter 2014 minimum quarterly distribution was prorated for the 59-day period from November 3, 2014 to December 31, 2014 in accordance with the Partnership Agreement.

⁽²⁾ For more information see Note 15 - Subsequent Events.

Distributions to Noncontrolling Interest

Distribution to noncontrolling interest in 2015 was $67.1 million. Distribution to noncontrolling interest in 2014 consists of (i) $25.2 million for the distribution paid to our Parent for its 57.0% equity interest in Zydeco and (ii) $6.8 million for the distribution payable to our Parent for the period October 1, 2014 through November 2, 2014.