Partners’ Capital and Distributions

Partners’ Capital

In May 2017, we filed a prospectus supplement to the shelf registration statement for our continuous equity offering program (which we refer to as an at-the-market program, or “ATM”) pursuant to which we may issue up to $750.0 million of common units in amounts, at prices and on terms to be determined by market conditions at the time. The net proceeds from any sales under the ATM, after deducting the sales agents’ commissions and our offering expenses, will be used for general partnership purposes, including repayment of indebtedness or capital expenditures. No units have been issued pursuant to this program.

The following table details the changes in the number of our limited partner units outstanding from December 31, 2018 through March 31, 2019:



Limited partner units outstanding on December 31, 2018		228,195,160
February 2019–Settlement of employee LTIP awards		199,792
During 2019–Other^(a)		8,476
Limited partner units outstanding on March 31, 2019		228,403,428

(a) Limited partner units issued to settle the equity-based retainers paid to four independent directors of our general partner.

Distributions

Distributions we paid during 2018 and 2019 were as follows (in thousands, except per unit amounts):



Payment Date	Per Unit Cash Distribution Amount			Total Cash Distribution to Limited Partners
02/14/2018		$	0.9200		$	209,940
05/15/2018		0.9375			213,933
08/14/2018		0.9575			218,497
11/14/2018		0.9775			223,061
Total		$	3.7925		$	865,431

02/14/2019		$	0.9975		$	227,832
05/15/2019^(a)		1.0050			229,545
Total		$	2.0025		$	457,377

(a) Our general partner’s board of directors declared this cash distribution in April 2019 to be paid on May 15, 2019 to unitholders of record at the close of business on May 8, 2019.