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Partners' Capital and Distributions (Tables) | 9 Months Ended
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Sep. 30, 2012
Partners' Capital and Distributions |
Total cash distributions paid or to be paid |
The following table details the distributions paid during or pertaining to the first nine months of 2012, net of reductions to the general partner’s incentive distributions (in millions, except per unit amounts):
|  |  |  | Distributions Paid |  | Distributions |
|  |  |  | Common |  | General Partner |  |  |  | per limited |
Date Declared |  | Date Paid or To Be Paid |  | Units |  | Incentive |  | 2% |  | Total |  | partner unit (2) |
October 4, 2012 |  | November 14, 2012 (1) |  | $ | 181 |  | $ | 74 |  | $ | 4 |  | $ | 259 |  | $ | 0.5425 |
July 9, 2012 |  | August 14, 2012 |  | $ | 174 |  | $ | 69 |  | $ | 4 |  | $ | 247 |  | $ | 0.5325 |
April 10, 2012 |  | May 15, 2012 |  | $ | 169 |  | $ | 65 |  | $ | 3 |  | $ | 237 |  | $ | 0.5225 |
January 10, 2012 |  | February 14, 2012 |  | $ | 159 |  | $ | 63 |  | $ | 3 |  | $ | 225 |  | $ | 0.5125 |
(1) Payable to unitholders of record at the close of business on November 2, 2012, for the period July 1, 2012 through September 30, 2012. (2) Distributions per limited partner unit are presented as adjusted for the two-for-one unit split effected on October 1, 2012.
Equity offerings of common units |
During the first nine months of 2012, we completed an offering of our common units that was not associated with our Continuous Offering Programs, as shown in the table below (in millions, except unit and per unit data):
|  |  |  |  |  |  |  | General |  |  |  |  |
|  |  |  | Gross |  | Proceeds |  | Partner |  |  |  | Net |
Date |  | Units Issued (2) |  | Unit Price (2) |  | from Sale |  | Contribution |  | Costs |  | Proceeds |
March 2012 (1) |  | 11,500,000 |  | $ | 40.015 |  | $ | 460 |  | $ | 9 |  | $ | (14 | ) | $ | 455 |
(1) This offering of common units was an underwritten transaction that required us to pay a gross spread. The net proceeds from this offering were used to fund a portion of the BP NGL Acquisition, to reduce outstanding borrowings under our credit facilities and for general partnership purposes. (2) Units issued and gross unit price are presented as adjusted for the two-for-one unit split that was effected on October 1, 2012.
Operational and financial benchmarks for conversion of the Series B subordinated units into Series A subordinated units |
The following table presents the operational and financial benchmarks, as modified, for conversion of the Series B subordinated units into Series A subordinated units for each tranche (units in millions):
|  | Series B Subordinated Units to Convert into Series A Subordinated Units |  | Working Gas Storage Capacity (Bcf) |  | Annualized Distribution Level (1) |
Tranche 1 |  | 2.6 |  | 29.6 |  | $ | 1.71 |
Tranche 2 |  | 2.8 |  | 35.6 |  | $ | 1.71 |
Tranche 3 |  | 2.1 |  | 41.6 |  | $ | 1.71 |
Tranche 4 |  | 3.0 |  | 48.0 |  | $ | 1.71 |
Tranche 5 |  | 3.0 |  | 48.0 |  | $ | 1.80 |
(1) For satisfaction of this benchmark, PNG must, for two consecutive quarters, (i) generate distributable cash flow sufficient to pay a quarterly distribution of at least the annualized distribution benchmark on the weighted average number of common units and Series A subordinated units and all of such Series B subordinated units outstanding during such quarter plus (ii) distribute available cash of at least the annualized distribution benchmark on all of its outstanding common units and Series A subordinated units and the corresponding distributions on PNG’s general partner’s 2% interest and the related distributions on the incentive distribution rights. See Note 5 to our Consolidated Financial Statements included in Part IV of our 2011 Annual Report on Form 10-K for a complete discussion of PNG’s Series B subordinated units.
Schedule of changes in noncontrolling interests in partners' capital |
The following table reflects the changes in the noncontrolling interests in partners’ capital (in millions):
|  | Nine Months Ended |
|  | September 30, |
|  | 2012 |  | 2011 |
Beginning balance |  | $ | 524 |  | $ | 231 |
Sale of noncontrolling interests in a subsidiary |  | — |  | 306 |
Net income attributable to noncontrolling interests |  | 23 |  | 18 |
Distributions to noncontrolling interests |  | (36 | ) | (28 | )
Equity compensation expense |  | 3 |  | 2 |
Distribution equivalent right payments |  | (1 | ) | — |
Other comprehensive income/(loss): |  |  |  |  |
Reclassification adjustments |  | (7 | ) | — |
Net deferred loss on cash flow hedges |  | (1 | ) | — |
Ending balance |  | $ | 505 |  | $ | 529 |

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