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Partners' Equity | 6 Months Ended
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Jun. 30, 2023
Partners' Equity |
Partners' Equity | 9. Partners’ Equity: Series A Preferred Units: On July 20, 2015, the Partnership concluded an underwritten public offering of 3,000,000 9% Series A Preferred Units, representing limited partner interests in the Partnership, at a liquidation preference of $25.00 per unit. The Partnership received $72.3 million of proceeds from this offering, net of the $2.4 million underwriting discount of and incurred offering expenses of $0.3 million. Series B Preferred Units: On October 23, 2018, the Partnership concluded the underwritten public offering of 2,200,000 Series B Preferred Units, representing limited partner interests in the Partnership, at a liquidation preference of $25.00 per unit. The Partnership received net proceeds of $53.0 million from this offering, after deducting underwriters’ discounts and commissions and offering expenses, which amounted to $2.0 million. Concurrently with the conclusion of the Series B Preferred Units Public Offering, the Partnership entered into the Limited Partnership Agreement in order to, among others, conform its provisions to the terms and provisions related to the issuance of the Series B Preferred Units and to remove references to subordinated units and subordinated period that are no longer in effect. As of June 30, 2022, the Partnership had 36,802,247 common units, 15,595,000 of which are owned by the Sponsor, 3,000,000 Series A Preferred Units, 2,200,000 Series B Preferred Units and 35,526 general partner units issued and outstanding. Common and General Partner unit distribution provisions: The Partnership pays distributions in the following manner:
| ● | first, 100% to the holders of common units and to the General Partner in accordance with their relative percentage interests, until the distributed amount in respect of each common unit equals the minimum quarterly distribution; and
| ● | second, 100% to the holders of common units and to the General Partner in accordance with their relative percentage interests, until each unit has received an aggregate distribution of a specified dollar amount.
The percentage allocations of available cash from operating surplus among the common unitholders, the General Partner, and the holders of the incentive distribution rights (“IDRs”) up to the various target distribution levels are illustrated below. The percentage interests shown for the common unitholders, the General Partner, and the holders of the incentive distribution rights for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests shown for our General Partner include its 0.1% General Partner interest only and assumes that our General Partner has contributed any capital necessary to maintain its 0.1% General Partner interest. Under the Limited Partnership Agreement, the holder of the incentive distribution rights in the Partnership, which is currently the General Partner, has the right to receive an increasing percentage of cash distributions after the first target distribution level. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Total Quarterly |  | ​ |  | ​ |  | ​ |
​ | ​ | Distribution Target | ​ | ​ | ​ | General | ​ | Holders |
​ | ​ | Amount | ​ | Unitholders | ​ | Partner | ​ | of IDRs |
Minimum Quarterly Distribution | ​ | $0.365 |  | 99.9 | % | 0.1 | % | 0.0 | %
First Target Distribution | ​ | up to $0.420 |  | 99.9 | % | 0.1 | % | 0.0 | %
Second Target Distribution | ​ | above $0.420 up to $0.456 |  | 85.0 | % | 0.1 | % | 14.9 | %
Third Target Distribution | ​ | Above $0.456 up to $0.548 |  | 75.0 | % | 0.1 | % | 24.9 | %
Thereafter | ​ | above $0.548 |  | 50.0 | % | 0.1 | % | 49.9 | %
​ ​ 9. Partners’ Equity (continued): On September 26, 2019, the Partnership announced that pursuant to the closing of the $675 Million Credit Facility (Note 6), the Partnership is prohibited from paying distribution to its common unitholders while borrowings are outstanding under the $675 Million Credit Facility. Preferred Units distribution and redemption provisions: Distributions on the Series A Preferred Units are cumulative from the date of original issue and are payable quarterly on February 12, May 12, August 12 and November 12 of each year, when, as and if declared by the Partnership’s Board of Directors out of amounts legally available for such purpose. Distributions are payable at a distribution rate of 9.00% per annum of the stated liquidation preference. Any time on or after August 12, 2020, the Series A Preferred Units may be redeemed, in whole or in part, at the Partnership’s option, out of amounts legally available for such purpose, at a redemption price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions thereon to the date of redemption, whether or not declared. No Series A Preferred Units were redeemed as of June 30, 2023. Distributions on the Series B Preferred Units are cumulative from the date of original issue and are payable quarterly on February 22, May 22, August 22 and November 22 of each year, when, as and if declared by the Partnership’s Board of Directors out of amounts legally available for such purpose. Furthermore, distributions on the Series B Preferred Units are payable (i) from and including the original issue date to, but excluding, November 22, 2023, at a fixed rate equal to 8.75% per annum of the stated liquidation preference per unit and (ii) from and including November 22, 2023, at a floating rate equal to three-month SOFR plus a spread of 5.593% per annum of the stated liquidation preference per unit. At any time on or after November 22, 2023, the Series B Preferred Units may be redeemed, in whole or in part, at the Partnership’s option, out of amounts available for such purpose, at a redemption price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions thereon to the date of redemption, whether or not declared. The Series A Preferred Units and the Series B Preferred Units represent perpetual equity interests in the Partnership, and unlike the Partnership’s indebtedness, do not give rise to a claim for payment of a principal amount at a particular date. The Series A Preferred Units rank pari passu with the Series B Preferred Units. Both the Series A Preferred Units and the Senior B Preferred Units rank senior to the Partnership’s common units and to each other class or series of limited partner interests or other equity established after the original issue date of the Series A Preferred Units and the Series B Preferred Units that is not expressly made senior to or on a parity with the Series A Preferred Units and the Series B Preferred Units as to payment of distributions. The Series A Preferred Units and the Series B Preferred Units rank junior to all of the Partnership’s existing and future indebtedness. The interests of the holders of Series A Preferred Units or Series B Preferred Units could be diluted by the issuance of additional preferred units, including additional Series A Preferred units or Series B Preferred Units, and by other transactions. Common unit distributions: No quarterly cash distributions to Common unitholders were made with respect to the six-month period ended June 30, 2023 and 2022. Series A Preferred unit distributions: On January 20, 2023, the Partnership’s Board of Directors declared a cash distribution of $0.5625 per unit on its Series A Preferred Units for the period from November 12, 2022 to February 11, 2023. The cash distribution was paid on February 13, 2023, to all Series A preferred unitholders of record as of February 6, 2023. ​ 9. Partners’ Equity (continued): On April 20, 2023, the Partnership’s Board of Directors declared a cash distribution of $0.5625 per unit on its Series A Preferred Units for the period from February 12, 2023 to May 11, 2023. The cash distribution was paid on May 12, 2023, to all Series A preferred unitholders of record as of May 5, 2023. Series B Preferred unit distributions: On January 31, 2023, the Partnership’s Board of Directors declared a cash distribution of $0.546875 per unit on its Series B Preferred Units for the period from November 22, 2022 to February 21, 2023. The cash distribution was paid on February 22, 2023, to all Series B preferred unitholders of record as of February 15, 2023. On April 27, 2023, the Partnership’s Board of Directors declared a cash distribution of $0.546875 per unit on its Series B Preferred Units for the period from February 22, 2023 to May 21, 2023. The cash distribution was paid on May 22, 2023, to all Series B preferred unitholders of record as of May 15, 2023. General Partner Distributions: During the six-month periods ended June 30, 2023 and 2022, no payments were made by the Partnership to its General Partner as a holder of the incentive distribution rights. “At the market” equity program: On July 2, 2020, the Partnership entered into an “at the market” or “ ATM” Sales Agreement (the “Original Agreement”) for the offer and sale of common units representing limited partnership interests, having an aggregate offering price of up to $30.0 million. On August 19, 2020, the Partnership terminated the Original Agreement and entered into an amended and restated ATM Sales Agreement (the “A&R Sales Agreement”), for the offer and sale of common units representing limited partnership interests, having an aggregate offering price of up to $30.0 million. No common units were sold under the ATM Sales Agreement during the six-month periods ended June 30, 2023 and 2022.

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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://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent + Details
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