Units Outstanding Clause Samples
The "Units Outstanding" clause defines the total number of units, such as shares or partnership interests, that are currently issued and held by investors or stakeholders. This clause typically specifies how units are counted, including whether certain classes or types of units are included or excluded, and may reference official records or ledgers for verification. Its core practical function is to provide clarity and transparency regarding ownership stakes, which is essential for calculating voting rights, distributions, or dilution in future transactions.
Units Outstanding. At December 31, 2020, partners’ capital consisted of outstanding common units and Series A and Series B preferred units, which represent limited partner interests in us, which give the holders thereof the right to participate in distributions and to exercise the other rights or privileges as outlined in our partnership agreement. Our general partner has a non-economic interest in us. Our Series A preferred units were issued in a private placement in 2016 at a price of $26.25 per unit (the “Issue Price”). The Series A preferred units represent limited partner interests in us, rank pari passu with our Series B preferred units, and senior to our common units and to each other class or series of our equity securities with respect to distribution rights and rights upon liquidation. The holders of the Series A preferred units receive cumulative quarterly distributions, subject to customary antidilution adjustments, equal to $0.525 per unit ($2.10 per unit annualized). The holders may convert their Series A preferred units into common units, generally on a one-for-one basis and subject to customary anti-dilution adjustments, at any time, in whole or in part, subject to certain minimum conversion amounts (and not more often than once per quarter). We may convert the Series A preferred units into common units at any time (but not more often than once per quarter), in whole or in part, subject to certain minimum conversion amounts, if the closing price of our common units is greater than 150% of the Issue Price for the preceding 20 trading days. The Series A preferred units vote on an as-converted basis with our common units and have certain other class voting rights with respect to any amendment to our partnership agreement that would adversely affect any rights, preferences or privileges of the Series A preferred units. In addition, upon certain events involving a change of control, the holders of the Series A preferred units may elect, among other potential elections, to convert the Series A preferred units into common units at the then applicable conversion rate. For a period of 30 days following (a) the fifth anniversary of the January 28, 2016 issuance date (the “Issuance Date”) of the Series A preferred units and (b) each subsequent anniversary of the Issuance Date, the holders of the Series A preferred units, acting by majority vote, may make a one-time election to reset the Series A preferred unit distribution rate to equal the then applicable rate of ten-y...
Units Outstanding. At December 31, 2018, partners’ capital consisted of outstanding common units and Series A and Series B preferred units, which represent limited partner interests in us, which give the holders thereof the right to participate in distributions and to exercise the other rights or privileges as outlined in our partnership agreement. Our general partner has a non-economic interest in us. However, prior to the closing of the Simplification Transactions, our outstanding common units and Series A preferred units represented a 98% effective aggregate ownership interest in us and our subsidiaries after giving effect to the 2% general partner interest. See Note 1 for discussion of the Simplification Transactions. The following table presents the activity for our preferred and common units: Outstanding at December 31, 2015 — — 397,727,624 Sale of Series A preferred units 61,030,127 — — Issuances of Series A preferred units in connection with in-kind distributions 3,358,726 — — Sales of common units — — 26,278,288 Issuance of common units in connection with Simplification Transactions (Note 1) — — 244,707,926 Issuances of common units under LTIP — — 480,581 Outstanding at December 31, 2016 64,388,853 — 669,194,419 Issuances of Series A preferred units in connection with in-kind Issuance of common units in connection with acquisition of interest in Advantage Joint Venture (Note 7) — — 1,252,269 Issuances of common units under LTIP Outstanding at December 31, 2017 Issuance of Series A preferred units in connection with in-kind distribution 1,393,926 — — Issuance of common units upon AAP Management Units becoming On January 28, 2016 (the “Issuance Date”), we completed the private placement of approximately 61.0 million Series A preferred units representing limited partner interests in us for a cash purchase price of $26.25 per unit (the “Issue Price”), resulting in total net proceeds to us, after deducting offering expenses and the 2% transaction fee due to the purchasers and including our general partner’s proportionate capital contribution, of approximately $1.6 billion. Certain of the purchasers or their affiliates are related parties. See Note 16 for additional information. The Series A preferred units rank pari passu with our Series B preferred units, and senior to our common units and to each other class or series of our equity securities with respect to distribution rights and rights upon liquidation. The holders of the Series A preferred units receive cumulative ...
Units Outstanding. The Partnership had 357,193,288 common units outstanding as of December 31, 2016. Of that number, 86,619,313 were owned by MPC, which also owned the two percent general partner interest, represented by 7,371,105 general partner units.