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CCLP Series A Preferred (Notes)
12 Months Ended
Dec. 31, 2018
CCLP Series A Preferred Units [Abstract]  
CCLP Series A Preferred Units [Text Block]
CCLP SERIES A CONVERTIBLE PREFERRED UNITS

During 2016, CCLP issued an aggregate of 6,999,126 of CCLP Preferred Units for a cash purchase price of $11.43 per CCLP Preferred Unit (the “Issue Price”), resulting in total 2016 net proceeds to CCLP, after deducting certain offering expenses, of $77.3 million. We purchased 874,891 of the CCLP Preferred Units in the Initial Private Placement at the aggregate Issue Price of $10.0 million.

We and the other holders of CCLP Preferred Units (each, a “CCLP Preferred Unitholder”) receive quarterly distributions, which are paid in kind in additional CCLP Preferred Units, equal to an annual rate of 11.00% of the Issue Price ($1.2573 per unit annualized), subject to certain adjustments. The rights of the CCLP Preferred Units include certain anti-dilution adjustments, including adjustments for economic dilution resulting from the issuance of CCLP common units in the future below a set price.

Unless otherwise redeemed for cash, a ratable portion of the CCLP Preferred Units has been, and will be, converted into CCLP common units on the eighth day of each month over a period of thirty months that began in March 2017 (each, a “Conversion Date”), subject to certain provisions of the Second Amended and Restated CCLP Partnership Agreement that may delay or accelerate all or a portion of such monthly conversions. On each Conversion Date, a portion of the CCLP Preferred Units will convert into, at CCLP's election, cash or CCLP common units representing limited partner interests in CCLP in an amount equal to, with respect to each CCLP Preferred Unitholder, the number of CCLP Preferred Units held by such CCLP Preferred Unitholder divided by the number of Conversion Dates remaining, subject to adjustment described in the Second Amended and Restated CCLP Partnership Agreement, with the conversion price (the "Conversion Price") determined by the trading prices of the common units over the prior month, among other factors, and as otherwise impacted by the existence of certain conditions related to the CCLP common units. Based on the number of CCLP Preferred Units outstanding as of December 31, 2018, the maximum aggregate number of CCLP common units that could be required to be issued pursuant to the conversion provisions of the CCLP Preferred Units is approximately 15.6 million CCLP common units; however, CCLP may, at its option, pay cash, or a combination of cash and common units, to the CCLP Preferred Unitholders instead of issuing common units on any Conversion Date, subject to certain restrictions as described in the Second Amended and Restated CCLP Partnership Agreement and the CCLP Credit Agreement. On December 20, 2018, CCLP announced that, given the decline in its common unit price, CCLP was reducing its common unit distributions for a period of up to four quarters, beginning with the February 2019 distribution. Beginning with the January 2019 conversion date, CCLP intends to use the approximately $34 million of savings from the reduced distribution to redeem the remaining CCLP Preferred Units for cash and avoid the dilution to CCLP's common unitholders that would occur if the remaining CCLP Preferred Units were converted into CCLP common units. The total number of CCLP Preferred Units outstanding as of December 31, 2018 was 2,732,981, of which we held 343,232.

Because the CCLP Preferred Units may be settled using a variable number of CCLP common units, the total fair value of the CCLP Preferred Units of $30.9 million, net of the fair value of the units we purchased of $3.9 million, is classified as long-term liabilities on our consolidated balance sheet in accordance with ASC 480 "Distinguishing Liabilities and Equity." The net fair value of the CCLP Preferred Units as of December 31, 2018 was $27.0 million. Changes in the fair value during each period, resulted in $0.7 million net decrease, $3.0 million net decrease, and $4.4 million net increase in fair value during 2018, 2017, and 2016 respectively, are charged or credited to earnings in the accompanying consolidated statements of operations.

Based on the conversion provisions of the CCLP Preferred Units, and using the Conversion Price calculated as of December 31, 2018, the theoretical number of CCLP common units that would be issued if all of the outstanding CCLP Preferred Units were converted into CCLP common units on December 31, 2018 on the same basis as the monthly conversions would be approximately 13.9 million CCLP common units, with an aggregate market value of $32.2 million. A $1 decrease in the Conversion Price would result in the issuance of 1.7 million additional CCLP common units pursuant to these conversion provisions.