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, 2016	64,388,853	669,194,419
Issuances of Series A preferred units in connection with in-kind distributions	2,601,300	—
Sales of common units	—	54,119,893
Issuance of common units in connection with acquisition of interest in Advantage Joint Venture (Note 6)	—	1,252,269
Issuances of common units under LTIP	—	130,154
Outstanding at June 30, 2017	66,990,153	724,696,735



	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 distribution	858,439	—
Issuance of common units under LTIP	—	9,104
Outstanding at June 30, 2016	61,888,566	397,736,728

Sales of Common Units

The following table summarizes our sales of common units during the six months ended June 30, 2017 (net proceeds in millions):



Type of Offering	Common Units Issued			Net Proceeds ⁽¹⁾
Continuous Offering Program	4,033,567			$	129	(2	)
Omnibus Agreement ⁽³⁾	50,086,326	(4	)	1,535
	54,119,893			$	1,664


⁽¹⁾	Amounts are net of costs associated with the offerings.


⁽²⁾	We pay commissions to our sales agents in connection with common units issuances under our Continuous Offering Program. We paid $1 million of such commissions during the six months ended June 30, 2017.

⁽³⁾

Pursuant to the Omnibus Agreement entered into by the Plains Entities in connection with the Simplification Transactions, PAGP has agreed to use the net proceeds from any public or private offering and sale of Class A shares, after deducting the sales agents’ commissions and offering expenses, to purchase from AAP a number of AAP units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP will use the net proceeds it receives from such sale of AAP units to purchase from us an equivalent number of our common units.


⁽⁴⁾	Includes (i) approximately 1.8 million common units issued to AAP in connection with PAGP’s issuance of Class A shares under its Continuous Offering Program and (ii) 48.3 million common units issued to AAP in connection with PAGP’s March 2017 underwritten offering.

Distributions

Cash Distributions. The following table details the distributions paid in cash during or pertaining to the first six months of 2017 (in millions, except per unit data):



	Distributions						Cash Distribution per Common Unit
	Common Unitholders				Total Cash Distribution
Distribution Payment Date	Public		AAP		Total Cash Distribution
August 14, 2017 ⁽¹⁾	$	240	$	159	$	399	$	0.55
May 15, 2017	$	240	$	159	$	399	$	0.55
February 14, 2017	$	237	$	134	$	371	$	0.55


⁽¹⁾	Payable to unitholders of record at the close of business on July 31, 2017 for the period April 1, 2017 through June 30, 2017.

On August 7, 2017, we announced that we were engaged in discussions with our Board of Directors regarding a reassessment of our approach to distributions, with a focus on resetting PAA's common unit distribution to a level supported by the distributable cash flow from our fee-based Transportation and Facilities segments. As of such date, no final decisions had been made regarding such potential change, but we indicated that we intended to complete our reassessment and finalize any changes over the course of the ensuing sixty day period.

In-Kind Distributions. On February 14, 2017, we issued 1,287,773 Series A preferred units in lieu of a cash distribution of $34 million on our Series A preferred units outstanding as of the record date for such distribution. On May 15, 2017, we issued 1,313,527 Series A preferred units in lieu of a cash distribution of $34 million on our Series A preferred units outstanding as of the record date for such distribution.

On August 14, 2017, we will issue 1,339,796 Series A preferred units in lieu of a cash distribution of $35 million on our Series A preferred units outstanding as of July 31, 2017, the record date for such distribution. Since the August 14, 2017 Series A preferred unit distribution was declared as payment-in-kind, this distribution payable was accrued to partners’ capital as of June 30, 2017 and thus had no net impact on the Series A preferred unitholders’ capital account.