Partners' Capital and Partnership Distributions

12 Months Ended

Dec. 31, 2016

Partners' Capital and Partnership Distributions

PARTNERS’ CAPITAL AND PARTNERSHIP DISTRIBUTIONS

The Partnership has general partner and common unit partnership interests. The general partner interest is a non-economic interest and is not entitled to any cash distributions.

At December 31, 2016, the Partnership had a total of 87,800,356 common units issued and outstanding, of which 72,450,000 common units were owned by Diamondback, representing approximately 83% of the total Partnership units outstanding. Following the Partnership’s January 2017 underwritten public offering of common units, Diamondback owned approximately 74% of the Partnership’s outstanding common units.

The following table summarizes changes in the number of the Partnership’s common units:



	Common Units
Balance at December 31, 2015	79,726,006
Common units issued in August 2016 public offering	8,050,000
Common units vested and issued under the LTIP	24,350
Balance at December 31, 2016	87,800,356

The board of directors of the General Partner has adopted a policy for the Partnership to distribute all available cash generated on a quarterly basis, beginning with the quarter ending September 30, 2014. Cash distributions are made to the common unitholders of record on the applicable record date, generally within 60 days after the end of each quarter. Available cash for each quarter is determined by the board of directors of our general partner following the end of such quarter. Available cash for each quarter generally equals Adjusted EBITDA reduced for cash needed for debt service and other contractual obligations and fixed charges and reserves for future operating or capital needs that the board of directors of our general partner deems necessary or appropriate, if any.

The following table presents cash distributions approved by the board of directors of the General Partner for the periods presented.



Date of Approval	Quarter	Amount per Unit		Distribution Date	Amount Distributed to Diamondback
					(in thousands)
February 5, 2015	Q4 2014	$	0.250	February 27, 2015	$	17,612
May 1, 2015	Q1 2015	$	0.189	May 22, 2015	$	13,385
July 31, 2015	Q2 2015	$	0.220	August 21, 2015	$	15,499
October 30, 2015	Q3 2015	$	0.200	November 20, 2015	$	14,091
February 12, 2016	Q4 2015	$	0.228	February 26, 2016	$	16,063
May 2, 2016	Q1 2016	$	0.149	May 23, 2016	$	10,497
July 21, 2016	Q2 2016	$	0.189	August 22, 2016	$	13,693
October 25, 2016	Q3 2016	$	0.207	November 18, 2016	$	14,997