PARTNERS' CAPITAL AND DISTRIBUTIONS

3 Months Ended

Mar. 31, 2015

PARTNERS' CAPITAL AND DISTRIBUTIONS

PARTNERS' CAPITAL AND DISTRIBUTIONS

11.  PARTNERS’ CAPITAL AND DISTRIBUTIONS

During the three months ended March 31, 2015, we sold approximately 49,000 LP Units in aggregate under the equity distribution agreements entered into in May 2013 with each of Wells Fargo Securities, LLC, Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and UBS Securities LLC (each an “Equity Distribution Agreement” and collectively the “Equity Distribution Agreements”).  We received $3.7 million in net proceeds after deducting commissions and other related expenses and paid $0.1 million of compensation in aggregate to the agents under the Equity Distribution Agreements.

Summary of Changes in Outstanding Units

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

Outstanding at January 1, 2015	127,043
LP Units issued pursuant to the Option Plan (1)	2
LP Units issued pursuant to the LTIP (1)	191
Issuance of LP Units through Equity Distribution Agreements	49
Outstanding at March 31, 2015	127,285

(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 $145.4 million and $125.8 million during the three months ended March 31, 2015 and 2014, respectively.

On May 1, 2015, we announced a quarterly distribution of $1.15 per LP Unit that will be paid on May 18, 2015, to unitholders of record on May 11, 2015.  Based on the LP Units outstanding as of March 31, 2015, cash distributed to unitholders on May 18, 2015 will total $147.0 million.