Common use of Units Outstanding Clause in Contracts

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 quarterly distributions, subject to customary antidilution adjustments, equal to $0.525 per unit ($2.10 per unit annualized). With respect to quarters ending on or prior to December 31, 2017 (the “Initial Distribution Period”), we elected to pay distributions on our Series A preferred units in additional Series A preferred units. The Initial Distribution Period ended with the February 2018 distribution; as such, with respect to quarters ending after the Initial Distribution Period, distributions on our Series A preferred units are paid in cash. 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) after the third anniversary of the Issuance Date (January 28, 2019), 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 Issuance Date of the Series A preferred units and

Units Outstanding. At December 31, 20182017, 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, 2014 — — 375,107,793 Sales of common units — — 22,133,904 Issuances of common units under LTIP — — 485,927 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 Issuances of common units under LTIP — — Issuance of common units in connection with Simplification 480,581 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 distributions 5,307,689 — — Sale of Series B preferred units — 800,000 — Sales of common units Issuance of common units in connection with acquisition — —of interest 54,119,893 in Advantage Joint Venture (Note 76) — — 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 69,696,542 800,000 725,189,138 The following table summarizes our sales 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 quarterly distributions, subject to customary antidilution adjustments, equal to $0.525 per unit in millions): 2017 Continuous Offering Program 4,033,567 $ 129 ($2.10 per unit annualized). With respect to quarters ending on or prior to December 31, 3) 2017 Omnibus Agreement (the “Initial Distribution Period”), we elected to pay distributions on our Series A preferred units in additional Series A preferred units. The Initial Distribution Period ended with the February 2018 distribution; as such, with respect to quarters ending after the Initial Distribution Period, distributions on our Series A preferred units are paid in cash. 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 4) 50,086,326 (and not more often than once per quarter). We may convert the Series A preferred units into common units at any time 5) 1,535 2015 Continuous Offering Program 1,133,904 $ 59 (but not more often than once per quarter3) after the third anniversary of the Issuance Date (January 28, 2019), 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 Issuance Date of the Series A preferred units and2015 Underwritten Offering 21,000,000 1,062