Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Recent Issuances of Unregistered Securities
Holders of our Series A Cumulative Convertible Preferred Units (“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.
The Partnership made quarterly PIK distributions to preferred unitholders in the first, second and third quarters of 2025 of 20,965, 21,345 and 21,732 preferred units, respectively. With the exception of 95, 97 and 99 preferred units distributed to an unaffiliated third party in the first, second and third quarters of 2025 , respectively, all of the PIK distributions made during the nine months ended September 30, 2025 were to OTA Holdings, Inc. (“OTA”), an indirect, wholly owned subsidiary of the Partnership. The preferred units held by OTA are accounted for as treasury units in consolidation. 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 preferred units as PIK distributions during the three and nine months ended September 30, 2025 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 third quarter of 2025 .
Issuer Purchases of Equity Securities
The following table summarizes our equity repurchase activity during the third quarter of 2025 :
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)
July 2025
318,079 $ 31.44 318,079 $ 682,293
August 2025
1,657,949 $ 31.21 1,657,949 $ 630,544
September 2025
566,976 $ 31.75 566,976 $ 612,544
Vesting of phantom unit awards:
July 2025 (2)
217 $ 31.16 n/a n/a
August 2025 (3)
41,736 $ 30.84 n/a n/a
September 2025 (4)
750 $ 31.68 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. In October 2025, we announced that the 2019 Buyback Program was increased to authorize the repurchase of up to $5 billion of the Partnership’s common units. After giving effect to this increase, the remaining available capacity under the 2019 Buyback Program is $3.6 billion. Units repurchased under this program are cancelled immediately upon acquisition.
(2) Of the 9,250 phantom unit awards that vested in July 2025 and converted to common units, 217 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.
(3) Of the 144,020 phantom unit awards that vested in August 2025 and converted to common units, 41,736 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.
(4) Of the 2,530 phantom unit awards that vested in September 2025 and converted to common units, 750 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.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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.