PARTNERS’ CAPITAL AND DISTRIBUTIONS

Our LP Units represent limited partner interests, which give the holders thereof the right to participate in distributions and to exercise the other rights and privileges available to them under our partnership agreement. The partnership agreement provides that, without prior approval of our limited partners holding an aggregate of at least two-thirds of the outstanding LP Units, we cannot issue any LP Units of a class or series having preferences or other special or senior rights over the LP Units.

Class B Units

From January 2011 to September 2013, we had issued and outstanding Class B Units representing a separate class of our limited partnership interests. The Class B Units shared equally with the LP Units: (i) with respect to the payment of distributions and (ii) in the event of our liquidation. Our partnership agreement provided the option to pay distributions on the Class B Units with cash or by issuing additional Class B Units, with the number of Class B Units issued based upon the volume-weighted average price of the LP Units for the 10 trading days immediately preceding the date the distributions were declared, less a discount of 15%. From January 2011 to September 2013, we paid distributions on the Class B Units by issuing such additional Class B Units.

In September 2013, 8.5 million Class B Units, which represented all of our Class B Units outstanding as of September 1, 2013, converted into LP Units on a one-for-one basis. The conversion was required by our partnership agreement and was triggered in connection with over 4 million barrels of incremental storage capacity being placed in service since acquisition at our BORCO facility effective September 1, 2013. No Class B Units have been issued subsequent to that date, and as a result, there were no Class B Units outstanding at December 31, 2015.

At-the-Market Offering Program

In May 2013, we entered into four separate equity distribution agreements (each an “Equity Distribution Agreement” and collectively the “Equity Distribution Agreements”) with each of Wells Fargo Securities, LLC, Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and UBS Securities LLC. Under the terms of the Equity Distribution Agreements, we may offer and sell up to $300 million in aggregate gross sales proceeds of LP Units from time to time through such firms, acting as agents of the Partnership or as principals, subject in each case to the terms and conditions set forth in the applicable Equity Distribution Agreement. Sales of LP Units, if any, may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or as otherwise agreed with any of such firms. During the years ended December 31, 2015, 2014 and 2013, we sold 2.2 million, 1.0 million and 0.5 million LP Units in aggregate under the Equity Distribution Agreements, received $161.5 million, $74.5 million and $33.1 million in net proceeds after deducting commissions and other related expenses, and paid $1.6 million, $0.8 million and $0.4 million of compensation in aggregate to the agents under the Equity Distribution Agreements, respectively.

Equity Offerings

In September 2014, we completed a public offering of 6.75 million LP Units pursuant to an effective shelf registration statement, which priced at $80.00 per unit. In October 2014, the underwriters exercised an option to purchase up to an additional 1.0 million LP Units, resulting in total gross proceeds of $621.0 million before deducting underwriting fees and estimated offering expenses of $22.0 million. We used the net proceeds from this offering to reduce the indebtedness outstanding under our Credit Facility, to fund a portion of the Buckeye Texas Partners Transaction and for general partnership purposes.

In August 2014, we completed a public offering of 2.6 million LP Units pursuant to an effective shelf registration statement, through which the underwriters also exercised an option to purchase 0.4 million additional LP Units. The offering priced at $76.60 per unit, resulting in total gross proceeds of $229.0 million before deducting underwriting fees and estimated offering expenses of $2.4 million. We used the net proceeds from this offering to reduce the indebtedness outstanding under our Credit Facility and for general partnership purposes.

In October 2013, we completed a public offering of 7.5 million LP Units pursuant to an effective shelf registration statement, which priced at $62.61 per unit. The underwriters also exercised an option to purchase 1.1 million additional LP Units, resulting in total gross proceeds of $540.0 million before deducting underwriting fees and offering expenses of $19.3 million. We used the net proceeds from this offering to reduce the indebtedness outstanding under our Credit Facility and to indirectly fund a portion of the purchase price for the Hess Terminals Acquisition.

In January 2013, we completed a public offering of 6.0 million LP Units pursuant to an effective shelf registration statement, which priced at $52.54 per unit. The underwriters also exercised an option to purchase 0.9 million additional LP Units, resulting in total gross proceeds of $362.5 million before deducting underwriting fees and offering expenses of $13.3 million. We used the net proceeds from this offering to reduce the indebtedness outstanding under our Credit Facility.

Summary of Changes in Outstanding Units

The following is a summary of changes in Buckeye’s outstanding units for the periods indicated (in thousands):



	Limited Partners	Class B Units		Total

Units outstanding at January 1, 2013	90,371	7,975		98,346
LP Units issued pursuant to the Option Plan (1)	27	—		27
LP Units issued pursuant to the LTIP (1)	182	—		182
Issuance of units to institutional investors	15,526	—		15,526
Issuance of units through Equity Distribution Agreements	489	—		489
Issuance of Class B Units in lieu of quarterly cash distribution	—	494		494
Conversion of Class B Units into LP Units	8,469	(8,469	)	—
Units outstanding at December 31, 2013	115,064	—		115,064
LP Units issued pursuant to the Option Plan (1)	18	—		18
LP Units issued pursuant to the LTIP (1)	198	—		198
Issuance of units to institutional investors	10,752	—		10,752
Issuance of units through Equity Distribution Agreements	1,011	—		1,011
Units outstanding at December 31, 2014	127,043	—		127,043
LP Units issued pursuant to the Option Plan (1)	5	—		5
LP Units issued pursuant to the LTIP (1)	229	—		229
Issuance of units through Equity Distribution Agreements	2,247	—		2,247
Units outstanding at December 31, 2015	129,524	—		129,524

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(1)	The number of units issued represents issuance net of tax withholding.

Cash Distributions

We generally make quarterly cash distributions to unitholders of substantially all of our available cash, generally defined in our partnership agreement as consolidated cash receipts less consolidated cash expenditures and such retentions for working capital, anticipated cash expenditures and contingencies as our general partner deems appropriate. Cash distributions paid to unitholders of Buckeye for the periods indicated were as follows (in thousands, except per unit amounts):



		Amount Per		Total Cash
Record Date	Payment Date	LP Unit		Distributions

February 19, 2013	February 28, 2013	$	1.0375	$	101,475
May 16, 2013	May 31, 2013	1.0500		102,689
August 12, 2013	August 20, 2013	1.0625		104,293
November 12, 2013	November 19, 2013	1.0750		124,051
Total				$	432,508

February 18, 2014	February 25, 2014	$	1.0875	$	125,806
May 12, 2014	May 19, 2014	1.1000		128,042
August 18, 2014	August 25, 2014	1.1125		133,142
November 18, 2014	November 25, 2014	1.1250		143,386
Total				$	530,376

February 17, 2015	February 24, 2015	$	1.1375	$	145,382
May 11, 2015	May 18, 2015	1.1500		147,085
August 10, 2015	August 17, 2015	1.1625		149,490
November 9, 2015	November 17, 2015	1.1750		152,175
Total				$	594,132

In-kind Distributions

In-kind distributions paid to Class B unitholders of Buckeye for the periods indicated were as follows (in thousands):



Record Date	Payment Date	Units
February 19, 2013	February 28, 2013	186
May 16, 2013	May 31, 2013	163
August 12, 2013	August 20, 2013	145
Total		494

On February 12, 2016, we announced a quarterly distribution of $1.1875 per LP Unit that will be paid on March 1, 2016, to unitholders of record on February 23, 2016. Based on the LP Units outstanding as of December 31, 2015, cash distributed to LP unitholders on March 1, 2016 will total $154.4 million.