11. PARTNERS’ CAPITAL AND DISTRIBUTIONS

In September 2013, approximately 8.5 million Class B Units representing limited partner interests in Buckeye, 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 agreement of limited partnership and was triggered in connection with over 4.0 million barrels of incremental storage capacity being placed in service since acquisition at our BORCO facility effective September 1, 2013. As a result, there were no outstanding Class B Units at September 30, 2013.

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 $300.0 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 nine months ended September 30, 2013, we sold 0.5 million LP Units in aggregate under the Equity Distribution Agreements and received approximately $33.1 million in net proceeds after deducting commissions and other related expenses. During the three and nine months ended September 30, 2013, we paid approximately $0.1 million and $0.4 million, respectively, of compensation in aggregate to the agents under the Equity Distribution Agreements.

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 approximately $362.5 million before deducting underwriting fees and estimated offering expenses of approximately $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 units outstanding for the periods indicated (in thousands):

	Limited	Class B
	Partners	Units		Total

Units outstanding at January 1, 2013	90,371	7,975		98,346
LP Units issued pursuant to the Option Plan (1)	25	—		25
LP Units issued pursuant to the LTIP (1)	153	—		153
Issuance of units to institutional investors	6,900	—		6,900
Issuance of units through Equity Distribution Agreements	489	—		489
Issuance of Class B Units in lieu of quarterly cash distributions	—	494		494
Conversion of Class B Units to LP Units	8,469	(8,469	)	—
Units outstanding at September 30, 2013	106,407	—		106,407

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

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. Actual cash distributions on our LP Units totaled $308.5 million and $282.1 million during the nine months ended September 30, 2013 and 2012, respectively. Prior to the conversion of our Class B Units into LP Units (as discussed above), we paid distributions in-kind to our Class B unitholders by issuing 494,483 Class B Units during the nine months ended September 30, 2013.

On November 1, 2013, we announced a quarterly distribution of $1.075 per LP Unit that will be paid, on November 19, 2013, to unitholders of record on November 12, 2013. Based on the LP Units outstanding as of September 30, 2013 and the 8.6 million LP Units issued in connection with our October 2013 equity offering, cash distributed to unitholders on November 19, 2013 will total approximately $124.0 million.