(Deficit) Equity

3 Months Ended

Mar. 31, 2020

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, as of March 31, 2020, held IDRs that entitled 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.

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 three months ended March 31, 2020 and March 31, 2019, we did not have any sales under this program.

Units Outstanding

As of March 31, 2020 and 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.

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 2 - 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	IDRs	2%	Total

		(in millions, except per unit amounts)
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⁾	56	48	33	3	140	0.4450
February 14, 2020	December 31, 2019	57	50	52	3	162	0.4600
May 15, 2020	March 31, 2020⁽²⁾	57	50	52	3	162	0.4600

⁽¹⁾ Includes the impact of waived distributions to the holders of IDRs. See Note 2—Related Party Transactions for additional information.

⁽²⁾ For more information, see Note 13— Subsequent Events.

Distributions to Noncontrolling Interests

Distributions to SPLC for its noncontrolling interest in Zydeco for the three months ended March 31, 2020 and March 31, 2019 were both $1 million, respectively. Distributions to GEL for its noncontrolling interest in Odyssey for the three months ended March 31, 2020 and March 31, 2019 were $4 million and $2 million, respectively. See Note 2—Related Party Transactions for additional details