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Redeemable Preferred Units | 3 Months Ended
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Mar. 31, 2023
Temporary Equity Disclosure [Abstract] |
Redeemable Preferred Units | 20. Redeemable Preferred Units The Partnership has designated three series of non-cumulative, non-voting, non-convertible Preferred Units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The Partnership previously issued Series A Preferred Units via a private placement to five financial institutions. In April 2022, October 2022, and February 2023 the Partnership issued Series A-1 Preferred Units in exchange for previously issued Series A Preferred Units. These Series A-1 Preferred Units were issued in a registered offering pursuant to a registration statement on Form S-4, which was declared effective by the Securities and Exchange Commission (the “Commission”) on July 6, 2021, and subsequently amended pursuant to a Post-Effective Amendment to the Form S-4, which was declared effective by the Commission on April 13, 2022. In February 2023, the Partnership issued new Series A-1 Preferred Units to a financial institution in a registered offering pursuant to a registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “Commission”) on September 9, 2021, and subsequently amended pursuant to a Post-Effective Amendment to the Form S-3, which was declared effective by the Commission on April 13, 2022. The Partnership had not issued any Series B Preferred Units as of March 31, 2023. The Preferred Units have no stated maturity, are not subject to any sinking fund requirements, and will remain outstanding indefinitely unless redeemed by the Partnership or by the holder. Upon the sixth anniversary of the closing of the sale or issuance of Series A Preferred Units or Series A-1 Preferred Units to a subscriber, and upon each anniversary thereafter, the Partnership and each holder have the right to redeem, in whole or in part, the Series A Preferred Units or Series A-1 Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit, plus an amount equal to all declared and unpaid distributions through the date of the redemption. Each holder desiring to exercise its redemption rights must provide written notice of its intent to so exercise no less than 180 calendar days prior to any such redemption date. Upon the eighth anniversary of the closing of the sale or issuance of Series B Preferred Units to a subscriber, and upon each anniversary thereafter, the Partnership and each holder have the right to redeem, in whole or in part, the Series B Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit, plus an amount equal to all declared and unpaid distributions through the date of the redemption. Each holder desiring to exercise its redemption rights must provide written notice of its intent to so exercise no less than 180 calendar days prior to any such redemption date. In the event of any liquidation, dissolution, or winding up of the Partnership, the holders of the Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units are entitled to a liquidation preference in connection with their investments. With respect to anticipated quarterly distributions and rights upon liquidation, dissolution, or the winding-up of the Partnership’s affairs, the Series A Preferred Units and Series A-1 Preferred Units will rank: (a) senior to the Partnership's BUCs, the Series B Preferred Units, and to any other class or series of Partnership interests or securities expressly designated as ranking junior to the Series A Preferred Units or Series A-1 Preferred Units; (b) junior to the Partnership's existing indebtedness (including indebtedness outstanding under the Partnership's senior bank credit facility) and other liabilities with respect to assets available to satisfy claims against the Partnership; and (c) junior to any other class or series of Partnership interests or securities expressly designated as ranking senior to the Series A Preferred Units or Series A-1 Preferred Units. The Series B Preferred Units will rank: (a) senior to the BUCs and to any other class or series of Partnership interests or securities that is not expressly designated as ranking senior or on parity with the Series B Preferred Units; (b) junior to the Series A Preferred Units and Series A-1 Preferred Units and to each other class or series of Partnership interests or securities with terms expressly made senior to the Series B Preferred Units; and (c) junior to all the Partnership's existing indebtedness (including indebtedness outstanding under the Partnership's senior bank credit facility) and other liabilities with respect to assets available to satisfy claims against the Partnership. The following table summarizes the outstanding Preferred Units as of March 31, 2023 and December 31, 2022:
|  | March 31, 2023
Month Issued |  | Units |  |  | Purchase Price |  |  | Distribution Rate |  |  | Redemption Price per Unit |  |  | Earliest Redemption Date
Series A Preferred Units |  |  |  |  |  |  |  |  |  |  |  |  |  |
March 2016 |  |  | 1,000,000 |  |  | $ | 10,000,000 |  |  |  | 3.00 | % |  | $ | 10.00 |  |  | March 2024 (1)
March 2017 |  |  | 1,000,000 |  |  |  | 10,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |  |  | March 2024 (1)
August 2017 |  |  | 2,000,000 |  |  |  | 20,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |  |  | August 2023 (2)
October 2017 |  |  | 1,750,000 |  |  |  | 17,500,000 |  |  |  | 3.00 | % |  |  | 10.00 |  |  | October 2023 (3)
Total Series A Preferred Units |  |  | 5,750,000 |  |  |  | 57,500,000 |  |  |  |  |  |  |  |  |
Series A-1 Preferred Units |  |  |  |  |  |  |  |  |  |  |  |  |  |
April 2022 |  |  | 2,000,000 |  |  | $ | 20,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |  |  | April 2028
October 2022 |  |  | 1,000,000 |  |  |  | 10,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |  |  | October 2028
February 2023 |  |  | 1,500,000 |  |  |  | 15,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |  |  | February 2028
Total Series A-1 Preferred Units |  |  | 4,500,000 |  |  |  | 45,000,000 |  |  |  |  |  |  |  |  |
Redeemable Preferred Units outstanding as of March 31, 2023 |  |  | 10,250,000 |  |  | $ | 102,500,000 |  |  |  |  |  |  |  |  |
(1) The holder did not provide a notice of its intent to redeem prior to the date 180 days before the most recent optional redemption date. Accordingly, the holder's next optional redemption date is on the next anniversary of the sale of the Series A Preferred Units. (2) In February 2023, the holder provided notice of its intent to redeem its Series A Preferred Units in August 2023. (3) In April 2023, the holder of $10.0 million of Series A Preferred Units provided notice of its intent to redeem its investment in October 2023.
|  | December 31, 2022 |
Month Issued |  | Units |  |  | Purchase Price |  |  | Distribution Rate |  |  | Redemption Price per Unit |
Series A Preferred Units |  |  |  |  |  |  |  |  |  |  |  |
March 2016 |  |  | 1,000,000 |  |  | $ | 10,000,000 |  |  |  | 3.00 | % |  | $ | 10.00 |
December 2016 |  |  | 700,000 |  |  |  | 7,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |
March 2017 |  |  | 1,000,000 |  |  |  | 10,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |
August 2017 |  |  | 2,000,000 |  |  |  | 20,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |
October 2017 |  |  | 1,750,000 |  |  |  | 17,500,000 |  |  |  | 3.00 | % |  |  | 10.00 |
Total Series A Preferred Units |  |  | 6,450,000 |  |  |  | 64,500,000 |  |  |  |  |  |  |
Series A-1 Preferred Units |  |  |  |  |  |  |  |  |  |  |  |
April 2022 |  |  | 2,000,000 |  |  | $ | 20,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |
October 2022 |  |  | 1,000,000 |  |  |  | 10,000,000 |  |  |  | 3.00 | % |  |  | 10.00 |
Total Series A-1 Preferred Units |  |  | 3,000,000 |  |  |  | 30,000,000 |  |  |  |  |  |  |
Redeemable Preferred Units outstanding as of December 31, 2022 |  |  | 9,450,000 |  |  | $ | 94,500,000 |  |  |  |  |  |  |

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