PARTNERS' CAPITAL AND DISTRIBUTIONS

9 Months Ended

Sep. 30, 2019

15. PARTNERS’ CAPITAL AND DISTRIBUTIONS

Upon closing of the Merger, all of our LP Units are held by Hercules.

Equity Offering

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 Prior $1.5 billion 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, all 6,714,963 Class C Units converted into LP Units on a one-for-one basis.

Summary of Changes in Outstanding Units

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



	LP Units
Units outstanding at January 1, 2019	153,755
LP units issued pursuant to the LTIP ⁽¹⁾	168
Units outstanding at September 30, 2019	153,923

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

Distributions

Cash distributions were paid for LP Units and for distribution equivalent rights with respect to certain unit-based compensation awards outstanding as of each respective period. Actual cash distributions on our LP Units totaled $348.8 million ($2.25 per LP Unit) and $560.2 million ($3.7875 per LP Unit) during the nine months ended September 30, 2019 and 2018, respectively.