Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Recent Issuances of Unregistered Securities
On September 30, 2020, the Partnership issued and sold an aggregate of 50,000 Series A Cumulative Convertible Preferred Units in a private placement transaction. The stated value of each preferred unit is $1,000 per unit. The total offering price for the preferred units was $50.0 million, of which $32.5 million was received in cash with the remaining $17.5 million funded through the exchange of 1,120,588 of the Partnership’s common units owned by the purchasers. Cash proceeds from the preferred unit offering include $15.0 million received from a privately held affiliate of EPCO for the purchase of 15,000 preferred units.
Concurrently, the Partnership exchanged all of the 54,807,352 Partnership common units owned directly by OTA for 855,915 of the Partnership’s new preferred units having an equivalent value. For additional information regarding the preferred units, see Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report.
The issuance and sale of the preferred units, as described above, were undertaken in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Section 3(a)(9) thereof.
Other than as described above, there were no sales of unregistered equity securities during the three months ended September 30, 2020.
Issuer Purchases of Equity Securities
The following table summarizes the Partnership’s equity repurchase activity during the third quarter of 2020:
Period
Total
Number of Common Units
Purchased
Average
Price Paid
per Common
Unit
Total
Number of
Common Units
Purchased
as Part of
2019 Buyback
Program
Remaining
Dollar
Amount of
Common Units
That May
Be Purchased
Under the 2019 Buyback
Program
($ thousands)
2019 Buyback Program: (1)
July 2020
–
$
–
$
1,778,911
August 2020
749,057
$
17.66
$
1,765,684
September 2020
1,235,450
$
16.49
$
1,745,312
Vesting of phantom unit awards:
August 2020 (2)
23,903
$
17.65
n/a
n/a
(1)
In January 2019, we announced the 2019 Buyback Program, which authorized the repurchase of up to $2 billion of the Partnership’s common units. Common units repurchased under this program during 2020 were cancelled immediately upon acquisition.
(2)
Of the 112,794 phantom unit awards that vested in August 2020 and converted to common units, 23,903 units were sold back to the Partnership by employees to cover related withholding tax requirements. These repurchases are not part of any announced program. We cancelled these units immediately upon acquisition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
86
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.