Equity

At-the-Market Program

On March 2, 2016, we commenced an “at-the-market” equity distribution program pursuant to which we 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 $25.4 million net proceeds ($25.5 million gross proceeds, or an average price of $34.00 per common unit, less $0.1 million of transaction fees). In connection with the issuance of the common units, we issued 15,307 general partner units to our 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 the Five Year Revolver and the 364-Day Revolver and for general partnership purposes.

During the quarters ended June 30, 2016 and September 30, 2016, we did not sell any common units under this program.

Public Offering

On March 29, 2016, we completed the sale of 12,650,000 common units in a registered public offering (the "March 2016 Offering") for $395.1 million net proceeds ($401.6 million gross proceeds, or $31.75 per common unit, less $6.3 million of underwriter's fees and $0.2 million of transaction fees). In connection with the issuance of the common units, we issued 258,163 general partner units to our 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 March 2016 Offering and from our general partner’s proportionate capital contribution to repay borrowings outstanding under the Five Year Revolver and the 364-Day Revolver and for general partnership purposes.

On May 23, 2016, in conjunction with the May 2016 Acquisition, we completed the sale of 10,500,000 common units in a registered public offering for $345.8 million net proceeds ($349.1 million gross proceeds, or $33.25 per common unit, less $2.9 million of underwriter's fees and $0.4 million of transaction fees). In connection with the issuance of common units, we issued 214,285 general partner units to our general partner as non-cash consideration of $7.1 million in order to maintain its 2.0% general partner interest in us. We used the net proceeds from the May 2016 Offering and from our general partner's proportionate capital contribution to partially fund the May 2016 Acquisition.

As part of the registered public offering on May 23, 2016, the underwriters received an option to purchase an additional 1,575,000 common units, which they exercised in full on June 9, 2016 for $51.8 million net proceeds ($52.4 million gross proceeds, or $33.25 per common unit, less $0.5 million in underwriter's fees and $0.1 million of transaction fees). In connection with the issuance of common units, we issued 32,143 general partner units to our general partner for $1.1 million in order to maintain its 2.0% general partner interest in us.

2015 Private Placement

On the May 18, 2015, the Partnership completed the sale of 7,692,308 common units in a private placement ("Private Placement") for $297.7 million net proceeds ($300.0 million gross proceeds, or $39.00 per common unit, less $2.3 million of placement agent fees). In connection with the issuance of common units, we issued 156,986 general partner units to our general partner for $6.1 million in order to maintain its 2.0% general partner interest in us.

Units Outstanding

As of September 30, 2016, we had 109,842,376 common units outstanding, of which 88,367,308 were publicly owned. SPLC owned 21,475,068 common units and 67,475,068 subordinated units, representing an aggregate 49.2% limited partner interest in us, all of the incentive distribution rights, and 3,618,723 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 September 30, 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 program	750,000	—	—	15,307	765,307
Units issued in connection with public offerings	24,725,000	—	—	504,591	25,229,591
Balance as of September 30, 2016	88,367,308	21,475,068	67,475,068	3,618,723	180,936,167

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	$	0.10420
May 14, 2015	March 31, 2015	8.0		3.8		11.8		—		0.5		24.1		0.17500
August 13, 2015	June 30, 2015	10.2		4.1		12.8		0.1		0.5		27.7		0.19000
November 12, 2015	September 30, 2015	11.0		4.4		13.9		0.4		0.6		30.3		0.20500
February 11, 2016	December 31, 2015	13.8		4.7		14.9		1.2		0.7		35.3		0.22000
May 12, 2016	March 31, 2016	17.9		5.1		15.8		2.0		0.9		41.7		0.23500
August 12, 2016	June 30, 2016	22.0		5.4		16.9		3.7		1.0		49.0		0.25000
November 14, 2016 ⁽²⁾	September 30, 2016	23.3		5.7		17.8		6.0		1.1		53.9		0.26375

⁽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 SPLC for its noncontrolling interest in Zydeco were $2.7 million and $17.1 million, respectively, for the three and nine months ended September 30, 2016 and $15.0 million and $55.9 million, respectively, for the three and nine months ended September 30, 2015. See Note 3—Related Party Transactions for additional details.