(Deficit) Equity

12 Months Ended

Dec. 31, 2019

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 IDRs 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 Offerings 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.

On September 15, 2017, we completed the sale of 5,170,000 common units in a registered public offering for $135 million net proceeds. In connection with the issuance of common units, we issued 105,510 general partner units to our general partner for $3 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.

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 years ended December 31, 2019 and 2018, we did not have any sales under this program.

During the quarter ended September 30, 2017, we completed the sale of 5,200,000 common units under this program for $140 million net proceeds (an average price of $26.96 per common unit). In connection with the issuance of the common units, we issued 106,122 general partner units to our general partner for $3 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 $3 million net proceeds (an average price of $31.51 per common unit). In connection with the issuance of the common units, we issued 1,938 general partner units to our general partner 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.

Other than as described above, we did not have any other sales under this program during 2019, 2018 or 2017.

Units Outstanding

As of December 31, 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 IDRs, 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, 2017 through December 31, 2019 are as follows:


(in units)	Public Common	SPLC Common	General Partner	Total
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
June 2019 Acquisition	—	9,477,756	193,424	9,671,180
Balance as of December 31, 2019	123,832,233	109,457,304	4,761,012	238,050,549

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. 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.

Distributions to our Unitholders

Under the Second Amendment, our sponsor elected to waive $50 million of IDRs in 2019 to be used for future investment by the Partnership. See Note 4 — 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 to be Paid	Three Months Ended	Public Common		SPLC Common		SPLC Subordinated		General Partner								Distributions per Limited Partner Unit
																	IDRs	2%	Total

		(in millions, except per unit amounts)
February 14, 2017	December 31, 2016	$	25	$	6	$	18	$	9	$	1	$	59	$	0.27700
May 12, 2017	March 31, 2017	26		26		—		11		1		64		0.29100
August 14, 2017	June 30, 2017	27		27		—		13		1		68		0.30410
November 14, 2017	September 30, 2017	31		28		—		16		2		77		0.31800
February 14, 2018	December 31, 2017	33		30		—		18		2		83		0.33300
May 15, 2018	March 31, 2018	43		35		—		26		2		106		0.34800
August 14, 2018	June 30, 2018	46		36		—		29		2		113		0.36500
November 14, 2018	September 30, 2018	47		38		—		33		3		121		0.38200
February 14, 2019	December 31, 2018	49		40		—		37		3		129		0.40000
May 15, 2019	March 30, 2019 ⁽¹⁾	51		42		—		23		3		119		0.41500
August 14, 2019	June 30, 2019 ⁽¹⁾	53		47		—		28		3		131		0.43000
November 14, 2019	September 30, 2019 ⁽¹⁾	56		48		—		33		3		140		0.44500
February 14, 2020	December 31, 2019 ⁽²⁾	57		50		—		52		3		162		0.46000

⁽¹⁾ Includes the impact of waived distributions to the holders of IDRs. See Note 4 — Related Party Transactions for additional information.

⁽²⁾ See Note 16 — Subsequent Events for additional information..

Distributions to Noncontrolling Interests

Distributions to SPLC for its noncontrolling interest in Zydeco were $4 million, $7 million and $9 million in 2019, 2018 and 2017, respectively. Distributions to GEL for its noncontrolling interest in Odyssey were $13 million, $9 million and $10 million in 2019, 2018 and 2017, respectively. See Note 4 — Related Party Transactions for additional details.