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. On February 28, 2017, we entered into an Amended and Restated Equity Distribution Agreement with the Managers named therein.

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 quarter ended March 31, 2017, 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.

Units Outstanding

As of March 31, 2017, we had 177,317,444 common units outstanding, of which 88,367,308 were publicly owned. SPLC owned 88,950,136 common 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, 2016 through March 31, 2017 are as follows:



	Public	SPLC	SPLC		General
(in units)	Common	Common	Subordinated		Partner	Total
Balance as of December 31, 2016	88,367,308	21,475,068	67,475,068		3,618,723	180,936,167
Expiration of subordination period	—	67,475,068	(67,475,068	)	—	—
Balance as of March 31, 2017	88,367,308	88,950,136	—		3,618,723	180,936,167

Expiration of Subordination Period

On February 15, 2017, all of the subordinated units converted into common units following the payment of the cash distribution for the fourth quarter of 2016. Each of our 67,475,068 outstanding subordinated units converted into one common unit. As of March 31, 2017, and for any distribution of available cash in the 2017 periods, the converted units will participate pro rata with the other common units in distributions of available cash. The conversion of the subordinated units does not impact the amount of cash distributions paid by us or the total number of outstanding units. The allocation of net income and cash distributions during the period were effected in accordance with terms of the partnership agreement.

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		IDR's		2%		Total		Distributions per Limited Partner Unit
		(in millions, except per unit amounts)
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	September 30, 2016	23.3		5.7		17.8		6.0		1.1		53.9		0.26375
February 14, 2017	December 31, 2016	24.5		5.9		18.7		8.3		1.2		58.6		0.27700
May 12, 2017	March 31, 2017 ⁽¹⁾	25.7		25.9		—		10.7		1.3		63.6		0.29100

⁽¹⁾ For more information see Note 11— Subsequent Events.

Distributions to Noncontrolling Interest

Distributions to SPLC for its noncontrolling interest in Zydeco were $3.2 million and $12.4 million, respectively, for the three months ended March 31, 2017 and 2016. See Note 2—Related Party Transactions for additional details.