(Deficit) Equity

9 Months Ended

Sep. 30, 2019

Our capital accounts are comprised of 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 IDR’s that entitle it to receive increasing percentages of the cash we distribute from operating surplus.

Shelf Registrations

We have a universal shelf registration statement on Form S-3 on file with the SEC under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of common units and partnership securities representing limited partner units. We also have on file with the SEC a shelf registration statement on Form S-3 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.

Public Offering and Private Placement

On February 6, 2018, we completed the sale of 25,000,000 common units in a registered public offering for $673 million net proceeds ($680 million gross proceeds, or $27.20 per common unit, less $6 million of underwriter’s fees and $1 million of transaction fees). In connection with the issuance of common units, we issued 510,204 general partner units to our general partner for $14 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 for an aggregate purchase price of $300 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 million in order to maintain its 2% general partner interest in us. We used net proceeds from these sales to repay $247 million of borrowings outstanding under the Five Year Revolver due July 2023 and $726 million of borrowings outstanding under the Five Year Revolver due December 2022, as well as for general partnership purposes.

At-the-Market Program

We have an “at-the-market” equity distribution program pursuant to which we may issue and sell common units for up to $300 million in gross proceeds. During both the nine months ended September 30, 2019 and September 30, 2018, we did not have any sales under this program.

Units Outstanding

As of September 30, 2019, we had 233,289,537 common units outstanding, of which 123,832,233 were publicly owned. SPLC owned 109,457,304 common units, representing an aggregate 46% limited partner interest in us, all of the IDR’s, and 4,761,012 general partner units, representing a 2% general partner interest in us.

The changes in the number of units outstanding from December 31, 2018 through September 30, 2019 are as follows:


(in units)	Public Common	SPLC Common	General Partner	Total
Balance as of December 31, 2018	123,832,233	99,979,548	4,567,588	228,379,369
June 2019 Acquisition ⁽¹⁾	—	9,477,756	193,424	9,671,180
Balance as of September 30, 2019	123,832,233	109,457,304	4,761,012	238,050,549

⁽¹⁾See Note 2 – Acquisitions for additional information.

Distributions to our Unitholders

Our sponsor elected to waive $50 million of IDR’s in 2019 to be used for future investment by the Partnership. See Note 3 - Related Party Transactions for terms of the Second Amendment.

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


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

		(in millions, except per unit amounts)
February 14, 2018	December 31, 2017	$	33	$	30	$	18	$	2	$	83	$	0.3330
May 15, 2018	March 31, 2018	43		35		26		2		106		0.3480
August 14, 2018	June 30, 2018	45		36		30		2		113		0.3650
November 14, 2018	September 30, 2018	47		38		33		3		121		0.3820
February 14, 2019	December 31, 2018	49		40		37		3		129		0.4000
May 15, 2019	March 31, 2019⁽¹⁾	51		42		23		3		119		0.4150
August 14, 2019	June 30, 2019⁽¹⁾	53		47		28		3		131		0.4300
November 14, 2019	September 30, 2019 ^{(1) (2)}	56		48		33		3		140		0.4450

⁽¹⁾ Includes the impact of waived distributions to the holders of IDR’s. See Note 3—Related Party Transactions for additional information.

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

Distributions to Noncontrolling Interests

Distributions to SPLC for its noncontrolling interest in Zydeco for the three and nine months ended September 30, 2019 were $1 million and $4 million, respectively, and for the three and nine months ended September 30, 2018 were $2 million and $5 million, respectively. Distributions to GEL for its noncontrolling interest in Odyssey for the three and nine months ended

September 30, 2019 were $3 million and $9 million, respectively, and for the three and nine months ended September 30, 2018 were $2 million and $6 million, respectively. See Note 3—Related Party Transactions for additional details