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Partners' Capital and Distributions | 9 Months Ended
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Sep. 30, 2016
Partners' Capital Notes [Abstract] |
Partners' Capital and Distributions | 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 Series A preferred units in connection with in-kind distributions | 2,096,204 |  |  | — |
Sale of common units | — |  |  | 9,922,733 |
Issuance of common units under LTIP | — |  |  | 457,289 |
Outstanding at September 30, 2016 | 63,126,331 |  |  | 408,107,646 |
| Limited Partners
| Common Units
Outstanding at December 31, 2014 | 375,107,793 |
Sale of common units | 22,133,904 |
Issuance of common units under LTIP | 485,927 |
Outstanding at September 30, 2015 | 397,727,624 |
Equity Offerings Series A Preferred Unit Offering. On January 28, 2016 (the "Issuance Date"), 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 receive cumulative quarterly distributions, subject to customary antidilution adjustments, equal to $0.525 per unit ($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. The purchasers may convert their Series A preferred units into common 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 into common 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 9 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. Continuous Offering Program. During the nine months ended September 30, 2016, we issued an aggregate of approximately 9.9 million common units under our continuous offering program, generating proceeds of $289 million, including our general partner's proportionate capital contribution of $6 million, net of $2 million of commissions paid to our sales agents. Distributions Cash Distributions. The following table details the distributions paid in cash during or pertaining to the first nine months of 2016, net of reductions to the general partner’s incentive distributions (in millions, except per unit data):
|  | Distributions |  |  | Distributions per common unit
Distribution Date |  | Common Unitholders |  | General Partner |  | Total |  |
November 14, 2016 (1) |  | $ | 227 |  |  | $ | 101 |  |  | $ | 328 |  |  |  | $ | 0.55 |
August 12, 2016 |  | $ | 278 |  |  | $ | 155 |  |  | $ | 433 |  |  |  | $ | 0.70 |
May 13, 2016 |  | $ | 278 |  |  | $ | 155 |  |  | $ | 433 |  |  |  | $ | 0.70 |
February 12, 2016 |  | $ | 278 |  |  | $ | 155 |  |  | $ | 433 |  |  |  | $ | 0.70 |
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(1) | Payable to unitholders of record at the close of business on October 31, 2016 for the period July 1, 2016 through September 30, 2016.
In-Kind Distributions. On May 13, 2016, we issued 858,439 additional Series A preferred units in lieu of a cash distribution of $23 million. Such distribution was issued to Series A preferred unitholders of record as of April 29, 2016 and was prorated for the period beginning on January 28, 2016, the issuance date of the Series A preferred units, through March 31, 2016. On August 12, 2016, we issued 1,237,765 additional Series A preferred units in lieu of a cash distribution of $33 million. On November 14, 2016, we will issue 1,262,522 additional Series A preferred units in lieu of a cash distribution of $33 million. Since the November 14, 2016 Series A preferred unit distribution was declared as payment-in-kind, this distribution payable was accrued to partners’ capital as of September 30, 2016 and thus had no net impact on the Series A preferred unitholders’ capital account. Noncontrolling Interests in Subsidiaries As of September 30, 2016, noncontrolling interests in our subsidiaries consisted of a 25% interest in SLC Pipeline LLC.

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- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 272 -SubTopic 10 -Section 50 -Paragraph 3 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 5 -Subparagraph (SAB TOPIC 4.F) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187171-122770 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 272 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055 + Details
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