Equity

At-the-Market Program

On March 2, 2016, we commenced an “at-the-market” equity distribution program pursuant to which it may issue and sell common units for up to $300.0 million in gross proceeds. This program is registered with the SEC on an effective registration statement on Form S-3. During the quarter ended March 31, 2016, we completed the sale of 750,000 common units under this program for $25.2 million net proceeds ($25.5 million gross proceeds, or $34.00 per common unit, less $0.3 million of transaction fees). In connection with the issuance of the common units, we issued 15,307 general partner units to the general partner for $0.5 million in order to maintain its 2.0% general partner interest in us. We used the net proceeds from these sales of common units and from our general partner’s proportionate capital contribution to repay borrowings outstanding under our Five-Year Revolver and our 364-Day Revolver and for general partnership purposes.

Public Offering

On March 29, 2016, we completed the sale of 12,650,000 common units in a registered public offering for $395.2 million net proceeds ($401.6 million gross proceeds, or $31.75 per common unit, less $6.3 million of underwriter's fees and $0.1 million of transaction fees). In connection with the issuance of the common units, we issued 258,163 general partner units to the general partner for $8.2 million in order to maintain its 2.0% general partner interest in us. We used the net proceeds from the offering and from our general partner’s proportionate capital contribution to repay borrowings outstanding under our Five-Year Revolver and our 364-Day Revolver and for general partnership purposes.

Units Outstanding

As of March 31, 2016, we had 97,767,376 common units, of which 76,292,308 were publicly owned. SPLC owned 21,475,068 common units and 67,475,068 subordinated units, representing an aggregate 52.8% limited partner interest in us, all of the incentive distribution rights, and 3,372,295 general partner units, representing a 2.0% general partner interest in us.

The changes in the number of units outstanding from December 31, 2015 through March 31, 2016 are as follows:



	Public	SPLC	SPLC	General
(in units)	Common	Common	Subordinated	Partner	Total
Balance as of December 31, 2015	62,892,308	21,475,068	67,475,068	3,098,825	154,941,269
Units issued in connection with ATM Offering	750,000	—	—	15,307	765,307
Units issued in connection with public offering	12,650,000	—	—	258,163	12,908,163
Balance as of March 31, 2016	76,292,308	21,475,068	67,475,068	3,372,295	168,614,739

Distributions to our Unitholders

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



Date Paid or		Public		SPLC		SPLC		General Partner						Distributions per Limited Partner Unit
to be Paid	Three Months Ended	Common		Common		Subordinated		Incentive		2%		Total		Distributions per Limited 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	13.8		4.7		14.9		1.2		0.7		35.3		0.2200
May 12, 2016 ⁽²⁾	March 31, 2016	17.9		5.1		15.8		2.0		0.9		41.7		0.2350


⁽¹⁾	The fourth quarter 2014 minimum quarterly distribution was prorated for the 59-day period from November 3, 2014 to December 31, 2015 in accordance with the Partnership Agreement.


⁽²⁾	For more information see Note 12— Subsequent Events.

Distributions to Noncontrolling Interest

Distributions to noncontrolling interest, which represents SPLC's noncontrolling interest in Zydeco, was $12.4 million and $25.1 million, respectively, for the three months ended March 31, 2016 and 2015.