Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Recent Issuance of Unregistered Securities
Holders of our Series A Cumulative Convertible Preferred Units are entitled to receive cumulative quarterly distributions at a rate of 7.25% per annum. We may satisfy our obligation to pay distributions to the preferred unitholders through the issuance, in whole or in part, of additional preferred units (referred to as paid-in kind or “PIK” distributions), with the remainder in cash, subject to certain rights of a holder to elect all cash and other conditions as described in our partnership agreement.
In February 2021, the Partnership made a quarterly distribution to preferred unitholders, including PIK distributions of an aggregate of 15,931 restricted preferred units consisting of 15,657 preferred units to OTA (which are accounted for as treasury units in consolidation) and 274 preferred units to a privately held EPCO affiliate.
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 issuances of the preferred units as PIK distributions during the three months ended March 31, 2021 were undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Other than as described above, there were no sales of unregistered equity securities during the first quarter of 2021.
Issuer Purchases of Equity Securities
The following table summarizes our equity repurchase activity during the first quarter of 2021:
Period
Total Number
of Units
Purchased
Average
Price Paid
per Unit
Total
Number
Of Units
Purchased
as Part of
2019 Buyback
Program
Remaining
Dollar Amount
of Units
That May
Be Purchased
Under the 2019 Buyback
Program
($ thousands)
2019 Buyback Program: (1)
January 2021
709,816
$
19.58
709,816
$
1,718,911
February 2021
–
$
–
–
$
1,718,911
March 2021
–
$
–
–
$
1,718,911
Vesting of phantom unit awards:
January 2021
–
$
–
n/a
n/a
February 2021 (2)
1,587,782
$
21.92
n/a
n/a
March 2021
–
$
–
n/a
n/a
(1)
In January 2019, we announced the 2019 Buyback Program, which authorized the repurchase of up to $2 billion of EPD’s common units. Units repurchased under this program are cancelled immediately upon acquisition.
(2)
Of the 5,132,145 phantom unit awards that vested in February 2021 and converted to common units, 1,587,782 units were sold back to us 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.
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