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. There were no Class C Units outstanding as of December 31, 2018. 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 limited partnership interests of a class or series having preferences or other special or senior rights over the LP Units.

Equity Offerings

In October 2016, we completed a public offering of 7.75 million LP Units pursuant to an effective shelf registration statement, which priced at $66.05 per unit. The underwriters also exercised an option to purchase 1.16 million additional LP Units, resulting in total gross proceeds of $588.7 million before deducting underwriting fees and other related expenses of $8.0 million. We used the net proceeds from this offering to initially reduce the indebtedness outstanding under our Credit Facility and for general partnership purposes, as well as to subsequently fund a portion of the purchase price for the VTTI Acquisition in January 2017.

In March 2018, we issued approximately 6.2 million Class C Units in a private placement for aggregate gross proceeds of $265.0 million. The net proceeds were $262.0 million, after deducting issuance costs of approximately $3.0 million. We used the net proceeds from this offering to reduce the indebtedness outstanding under our Credit Facility, to partially fund growth capital expenditures and for general partnership purposes.

Class C Units represented a separate class of our limited partnership interests. The Class C Units were substantially similar in all respects to our existing LP units, except that Buckeye had the option to pay distributions on the Class C Units in cash or by issuing additional Class C Units.

In November 2018, we announced a reduction in our declared quarterly cash distribution. As a result, all 6,714,963 Class C Units outstanding as of September 30, 2018 converted into LP Units on a one-for-one basis on November 5, 2018. Accordingly, the holders of these newly converted LP Units received the quarterly cash distribution of $0.75 per LP Unit, instead of an in-kind distribution of additional Class C 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 could 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 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, 2017 and 2016, we sold 6.2 million and 1.6 million LP Units in aggregate under the equity distribution agreements and received $345.8 million and $108.4 million in net proceeds after deducting commissions and other related expenses, including $1.9 million and $1.1 million of compensation paid in aggregate to the agents under their equity distribution agreements, respectively. The 6.2 million LP Units sold under the Equity Distribution Agreement in 2017 included a block sale of approximately 3.8 million LP Units on September 21, 2017. We did not issue any LP Units during the year ended December 31, 2018 under the Equity Distribution Agreement, which expired on January 15, 2018.

Summary of Changes in Outstanding Units

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



	LP Units	Class C Units		Total
Units outstanding at January 1, 2016	129,524	—		129,524
LP Units issued pursuant to the Option Plan ⁽¹⁾	6	—		6
LP Units issued pursuant to the LTIP ⁽¹⁾	254	—		254
Issuance of units to institutional investors	8,913	—		8,913
Issuance of units through equity distribution agreements	1,567	—		1,567
Units outstanding at December 31, 2016	140,264	—		140,264
LP Units issued pursuant to the Option Plan ⁽¹⁾	10	—		10
LP Units issued pursuant to the LTIP ⁽¹⁾	244	—		244
Issuance of units through equity distribution agreements	6,159	—		6,159
Units outstanding at December 31, 2017	146,677	—		146,677
LP Units issued pursuant to the LTIP ⁽¹⁾	363	—		363
Issuance of Class C Units	—	6,221		6,221
Issuance of Class C Units in lieu of quarterly cash distributions	—	494		494
Conversion of Class C Units to LP Units	6,715	(6,715	)	—
Units outstanding at December 31, 2018	153,755	—		153,755

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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 a portion 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 are paid for LP Units and for DERs with respect to certain unit-based compensation awards outstanding as of each respective period. 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 23, 2016	March 1, 2016	$	1.1875	$	154,928
May 16, 2016	May 23, 2016	1.2000		157,247
August 15, 2016	August 22, 2016	1.2125		159,881
November 15, 2016	November 22, 2016	1.2250		172,673
Total				$	644,729

February 21, 2017	February 28, 2017	$	1.2375	$	174,888
May 15, 2017	May 22, 2017	1.2500		176,832
August 14, 2017	August 21, 2017	1.2625		179,631
November 13, 2017	November 20, 2017	1.2625		186,042
Total				$	717,393

February 20, 2018	February 27, 2018	$	1.2625	$	186,764
May 14, 2018	May 21, 2018	1.2625		186,766
August 13, 2018	August 20, 2018	1.2625		186,624
November 13, 2018	November 20, 2018	0.7500		115,969
Total				$	676,123

On February 8, 2019, we announced a quarterly distribution of $0.75 per LP Unit that will be paid on February 26, 2019, to unitholders of record on February 19, 2019. Based on the LP Units and distribution equivalent rights with respect to certain unit-based compensation awards outstanding as of December 31, 2018, cash expected to be distributed to LP unitholders on February 26, 2019 is estimated to be approximately $115.9 million.