The Partnership’s equity consists of a 0.1% general partner interest and a 99.9% limited partner interest, which consists of common units. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% general partner interest. Our general partner is not required to guarantee or pay any of our debts and obligations. As of June 30, 2020, we owned 8.69% of our general partner.

On August 30, 2019, the board of directors of our general partner authorized a common unit repurchase program, under which we may repurchase up to $150.0 million of our outstanding common units through September 30, 2021 from time to time in the open market or in other privately negotiated transactions. We did not repurchase any units under this plan during the three months ended June 30, 2020.



Date Declared	Record Date	Payment Date	Amount Per Unit		Amount Paid/Payable to Limited Partners		Amount Paid/Payable to General Partner
					(in thousands)		(in thousands)
April 27, 2020	May 7, 2020	May 15, 2020	$	0.2000	$	25,754	$	26
July 23, 2020	August 6, 2020	August 14, 2020	$	0.2000	$	25,754	$	26

On June 13, 2017, we issued 8,400,000 of our 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $202.7 million (net of the underwriters’ discount of $6.6 million and offering costs of $0.7 million).

On July 2, 2019, we issued 4,185,642 Class B Preferred Units to fund a portion of the purchase price for the Mesquite acquisition.

The current distribution rate for the Class B Preferred Units is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). The following table summarizes distributions declared on our Class B Preferred Units during the last two quarters:

Amount Paid to Class B

Date Declared

Record Date

Payment Date

Amount Per Unit

Preferred Unitholders

(in thousands)

March 16, 2020

March 31, 2020

April 15, 2020

0.5625

7,079

June 15, 2020

June 30, 2020

July 15, 2020

0.5625

7,079

The distribution amount paid on July 15, 2020 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2020.

On April 2, 2019, we issued 1,800,000 of our 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $42.9 million (net of the underwriters’ discount of $1.4 million and offering costs of $0.7 million).

The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year). The following table summarizes distributions declared on our Class C Preferred Units during the last two quarters:

Amount Paid to Class C

Date Declared

Record Date

Payment Date

Amount Per Unit

Preferred Unitholders

(in thousands)

March 16, 2020

March 31, 2020

April 15, 2020

0.6016

1,083

June 15, 2020

June 30, 2020

July 15, 2020

0.6016

1,083

The distribution amount paid on July 15, 2020 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2020.

On July 2, 2019, we completed a private placement of an aggregate of 400,000 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 17,000,000 common units for net proceeds of $385.4 million. On October 31, 2019, we completed a private placement of an aggregate of 200,000 Class D Preferred Units and warrants exercisable to purchase an aggregate of 8,500,000 common units for net proceeds of $194.7 million. As of June 30, 2020, all warrants are still outstanding.

The current distribution rate for the Class D Preferred Units is 9.00% per year per unit (equal to $90.00 per every $1,000 in unit value per year). The following table summarizes distributions declared on our Class D Preferred Units during the last two quarters:

Amount Paid to Class D

Date Declared

Record Date

Payment Date

Amount Per Unit

Preferred Unitholders

(in thousands)

April 27, 2020

May 7, 2020

May 15, 2020

11.25

6,868

July 23, 2020

August 6, 2020

August 14, 2020

11.25

6,946

The distributions paid in cash for the three months ended June 30, 2020 of $6.9 million represented 50% of the Class D Preferred Units distribution amount. In accordance with the terms of our Partnership Agreement, the value of each Class D Preferred Unit shall automatically increase by the non-cash accretion, which is approximately $6.9 million in the aggregate with respect to the distributions for the three months ended June 30, 2020.

Our general partner has adopted a long-term incentive plan (“LTIP”), which allows for the issuance of equity-based compensation. Our general partner has granted certain restricted units to employees and directors, which vest in tranches, subject to the continued service of the recipients through the vesting date (the “Service Awards”). The awards may also vest upon a change of control, at the discretion of the board of directors of our general partner. No distributions accrue to or are paid on the Service Awards during the vesting period.



Unvested Service Award units at March 31, 2020	1,371,425
Units granted	3,000
Units forfeited	(10,500	)
Unvested Service Award units at June 30, 2020	1,363,925

Service Awards are valued at the average of the high/low sales price as of the grant date less the present value of the expected distribution stream over the vesting period using a risk-free interest rate. The weighted-average grant price for June 30, 2020 was $4.54. We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date value of the award that is vested at that date.

During the three months ended June 30, 2020 and 2019, we recorded compensation expense related to Service Award units of $1.3 million and $2.8 million, respectively.

The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at June 30, 2020 (in thousands):