11. 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.

At-the-Market Offering Program

In March 2016, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with J.P. Morgan Securities LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Jefferies LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc. (collectively, the “ATM Underwriters”). Under the terms of the Equity Distribution Agreement, we may offer and sell up to $500.0 million in aggregate gross sales proceeds of LP Units from time to time through the ATM Underwriters, acting as agents of Buckeye or as principals, subject in each case to the terms and conditions set forth in the Equity Distribution Agreement. Sales of LP Units, if any, may be made by means of ordinary brokers’ transactions on the NYSE 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 nine months ended September 30, 2017, we sold approximately 6.2 million LP Units under the Equity Distribution Agreement, including a block sale of approximately 3.8 million LP Units on September 21, 2017, and received $346.0 million in net proceeds after deducting commissions and other related expenses, including $1.9 million of compensation fees paid in aggregate to the ATM Underwriters. We used the net proceeds from the block sale to reduce the indebtedness outstanding under our Credit Facility and for general partnership purposes.

Summary of Changes in Outstanding LP Units

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



	Limited Partners
LP Units outstanding at January 1, 2017	140,264
LP Units issued pursuant to the Option Plan ⁽¹⁾	10
LP Units issued pursuant to the LTIP ⁽¹⁾	209
Issuance of LP Units through the Equity Distribution Agreement	6,159
LP Units outstanding at September 30, 2017	146,642

(1) The number of LP 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 and maintenance capital, anticipated cash expenditures and contingencies as our general partner deems appropriate. Actual cash distributions on our LP Units totaled $531.4 million ($3.75 per LP Unit) and $472.1 million ($3.60 per LP Unit) during the nine months ended September 30, 2017 and 2016, respectively.

On November 3, 2017, we announced a quarterly distribution of $1.2625 per LP Unit that will be paid on November 20, 2017 to unitholders of record on November 13, 2017. Based on the LP Units and distribution equivalent rights with respect to certain unit-based compensation awards outstanding as of September 30, 2017, estimated cash to be distributed to unitholders on November 20, 2017 is $186.2 million.