Our capital accounts are comprised of a 2% general partner interests and 98% limited partner interests. The common units represent limited partner interests in us. The holders of common units, both public and SPLC, are entitled to participate in partnership distributions and have limited rights of ownership as provided for under our partnership agreement. Our general partner participates in our distributions and also currently holds Incentive Distribution Rights ("IDR’s) that entitle it to receive increasing percentages of the cash we distribute from operating surplus.

In November 2018, we filed an update to our 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 units. We also filed a shelf registration statement on Form S-3 with the SEC in November 2018 relating to $1,000,000,000 of common units and partnership securities representing limited partner units to be used in connection with the at-the-market equity distribution program, direct sales, or other sales consistent with the plan of distribution set forth in the registration statement.

On February 6, 2018, we completed the sale of 25,000,000 common units in a registered public offering for $673.3 million net proceeds ($680.0 million gross proceeds, or $27.20 per common unit, less $6.0 million of underwriter’s fees and $0.7 million of transaction fees). In connection with the issuance of common units, we issued 510,204 general partner units to our general partner for $13.9 million in order to maintain its 2% general partner interest in us. On February 6, 2018, we also completed the sale of 11,029,412 common units in a private placement with Shell Midstream LP Holdings LLC, an indirect subsidiary of Shell, for an aggregate purchase price of $300.0 million, or $27.20 per common unit. In connection with the issuance of the common units, we issued 225,091 general partner units to the general partner for $6.1 million in order to maintain its 2% general partner interest in us.

We used net proceeds from sales of common units and from our general partner’s proportionate capital contribution to repay $246.9 million of borrowings outstanding under the Five Year Revolver due July 2023 and $726.0 million of borrowings outstanding under the Five Year Revolver due December 2022, as well as for general partnership purposes.

On September 15, 2017, we completed the sale of 5,170,000 common units in a registered public offering for $135.1 million net proceeds. In connection with the issuance of common units, we issued 105,510 general partner units to our general partner for $2.8 million in order to maintain its 2% 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 due July 2023 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% 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% general partner interest in us.

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% 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 due July 2023 and the 364-Day Revolver and for general partnership purposes.

During the quarter ended September 30, 2017, we completed the sale of 5,200,000 common units under this program for $139.8 million net proceeds ($140.2 million gross proceeds, or an average price of $26.96 per common unit, less $0.4 million of transaction fees). In connection with the issuance of the common units, we issued 106,122 general partner units to our general partner for $2.9 million in order to maintain its 2% 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 due July 2023 and for general partnership purposes.

During the quarter ended June 30, 2017, we completed the sale of 94,925 common units under this program for $2.9 million net proceeds ($3.0 million gross proceeds, or an average price of $31.51 per common unit, less $0.1 million of transaction fees). In connection with the issuance of the common units, we issued 1,938 general partner units to our general partner for $0.1 million in order to maintain its 2% general partner interest in us. We used proceeds from these sales of common units and from our general partner’s proportionate capital contribution for general partnership purposes.

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% 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 due July 2023 and the 364-Day Revolver and for general partnership purposes.

As of December 31, 2018, we had 223,811,781 common units outstanding, of which 123,832,233 were publicly owned. SPLC owned 99,979,548 common units representing an aggregate 43.8% limited partner interest in us, all of the IDR’s, and 4,567,588 general partner units, representing a 2% general partner interest in us.


	Public Common	SPLC Common	SPLC Subordinated	General 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)	—	—
Units issued in connection with ATM program	5,294,925	—	—	108,060	5,402,985
Units issued in connection with public offerings	5,170,000	—	—	105,510	5,275,510
Balance as of December 31, 2017	98,832,233	88,950,136	—	3,832,293	191,614,662
Units issued in connection with equity offerings	25,000,000	11,029,412	—	735,295	36,764,707
Balance as of December 31, 2018	123,832,233	99,979,548	—	4,567,588	228,379,369

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. 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.

Our sponsor has elected to waive $50.0 million of IDR’s in 2019 to be used for future investment by the Partnership. Under the terms of the Second Amendment, distributions to holders of the incentive distribution rights shall be reduced by: (1) $17.0 million for the three months ending March 31, 2019, (2) $17.0 million for the three months ending June 30, 2019 and (3) $16.0 million for the three months ending September 30, 2019.


Date Paid or to be Paid	Three Months Ended	Public Common		SPLC Common		SPLC Subordinated		General Partner								Distributions per Limited Partner Unit
																	IDR’s	2%	Total

		(in millions, except per unit amounts)




February 11, 2016	December 31, 2015	$	13.9	$	4.7	$	14.8	$	1.2	$	0.7	$	35.3	$	0.22000
May 12, 2016	March 21, 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	25.7		25.9		—		10.7		1.3		63.6		0.29100
August 14, 2017	June 30, 2017	26.9		27.0		—		12.9		1.4		68.2		0.30410
November 14, 2017	September 30, 2017	31.4		28.3		—		16.2		1.5		77.4		0.31800
February 14, 2018	December 31, 2017	32.9		29.6		—		18.9		1.7		83.1		0.33300
May 15, 2018	March 31, 2018	43.1		34.8		—		25.7		2.1		105.7		0.34800
August 14, 2018	June 30, 2018	45.2		36.5		—		29.4		2.3		113.4		0.36500
November 14, 2018	September 30, 2018	47.3		38.2		—		33.1		2.4		121.0		0.38200
February 14, 2019	December 31, 2018 ⁽¹⁾	49.5		40.0		—		36.9		2.6		129.0		0.40000

Distributions to SPLC for its noncontrolling interest in Zydeco were $7.3 million, $8.9 million and $20.3 million in 2018, 2017 and 2016, respectively. Distributions to GEL for its noncontrolling interest in Odyssey were $9.1 million, $10.0 million and $9.9 million in 2018, 2017 and 2016, respectively. See Note 5—Related Party Transactions for additional details.