Note 7—Partners’ Capital and Distributions

Units Outstanding

The following tables present the activity for our Series A preferred units and common units:

	Limited Partners
	Preferred Units	Common Units
Outstanding at December 31, 2015	—	397,727,624

Sale of Series A preferred units	61,030,127	—
Issuance of common units under LTIP	—	3,367

Outstanding at March 31, 2016	61,030,127	397,730,991

		Limited Partners
		Common Units
Outstanding at December 31, 2014		375,107,793

Sale of common units		22,133,904

Outstanding at March 31, 2015		397,241,697

Equity Offerings

Series A Preferred Unit Offering. In January 2016, we completed the private placement of approximately 61.0 million Series A preferred units representing limited partner interests in us for a cash purchase price of $26.25 per unit (the “Issue Price”).

The Series A preferred units are a new class of equity security that ranks senior to all classes or series of our equity securities with respect to distribution rights and rights upon liquidation. The holders of the Series A preferred units will receive cumulative quarterly distributions, subject to customary antidilution adjustments, equal to an annual rate of 8% of the Issue Price ($2.10 per unit annualized). With respect to any quarter ending on or prior to December 31, 2017 (the “Initial Distribution Period”), we may elect to pay distributions on the Series A preferred units in additional preferred units, in cash or a combination of both. With respect to any quarter ending after the Initial Distribution Period, we must pay distributions on the Series A preferred units in cash. Our general partner will be entitled to participate in cash distributions on the Series A preferred units equal to its 2% general partner interest.

The purchasers may convert their Series A preferred units, generally on a one-for-one basis and subject to customary antidilution adjustments, at any time after the second anniversary of the issuance date (or prior to a liquidation), in whole or in part, subject to certain minimum conversion amounts. We may convert the Series A preferred units at any time (but not more often than once per quarter) after the third anniversary of the issuance date, in whole or in part, subject to certain minimum conversion amounts, if the closing price of our common units is greater than 150% of the Issue Price for the preceding 20 trading days. The Series A preferred units will vote on an as-converted basis with our common units and will have certain other class voting rights with respect to any amendment to our partnership agreement that would adversely affect any rights, preferences or privileges of the Series A preferred units. In addition, upon certain events involving a change of control, the holders of the Series A preferred units may elect, among other potential elections, to convert the Series A preferred units to common units at the then applicable conversion rate.

For a period of 30 days following (a) the fifth anniversary of the issuance date of the Series A preferred units and (b) each subsequent anniversary of the issuance date, the holders of the Series A preferred units, acting by majority vote, may make a one-time election to reset the distribution rate to equal the then applicable rate of the ten-year U.S. Treasury plus 5.85% (the “Preferred Distribution Rate Reset Option”). The Preferred Distribution Rate Reset Option is accounted for as an embedded derivative. See Note 8 for additional information. If the holders of the Series A preferred units have exercised the Preferred Distribution Rate Reset Option, then, at any time following 30 days after the sixth anniversary of the issuance date, we may redeem all or any portion of the outstanding Series A preferred units in exchange for cash, common units (valued at 95% of the volume-weighted average price of the common units for a trading day period specified in our partnership agreement) or a combination of cash and common units at a redemption price equal to 110% of the Issue Price, plus any accrued and unpaid distributions.

Distributions

Cash Distributions. The following table details the distributions paid in cash during or pertaining to the first three months of 2016, net of reductions to the general partner’s incentive distributions (in millions, except per unit data):

		Distributions Paid						Distributions per
Date Declared	Distribution Date	Common Unitholders		General Partner		Total		common unit
April 7, 2016	May 13, 2016 (1)	$	278	$	155	$	433	$	0.70
January 12, 2016	February 12, 2016	$	278	$	155	$	433	$	0.70

(1)Payable to unitholders of record at the close of business on April 29, 2016 for the period January 1, 2016 through March 31, 2016.

In-Kind Distributions. On May 13, 2016, we will issue 858,439 additional Series A preferred units in lieu of a cash distribution of $23 million. Such distribution is prorated for the period beginning on January 28, 2016, the issuance date of the Series A preferred units, through March 31, 2016 and will be issued to Series A preferred unitholders of record as of April 29, 2016. Since the May 13, 2016 Series A preferred unit distribution was declared as payment-in-kind, this distribution payable was accrued to partners’ capital as of March 31, 2016 and thus had no net impact on the Series A preferred unitholders’ capital account.

Noncontrolling Interests in Subsidiaries

As of March 31, 2016, noncontrolling interests in our subsidiaries consisted of a 25% interest in SLC Pipeline LLC.