17. ISSUANCES OF LIMITED PARTNER UNITS
On November 19, 2015, the Partnership entered into an equity
distribution agreement (“ATM Equity Program”) with a
group of banks (the “Agents”) whereby it may sell, from
time to time, common units representing limited partner interests
having an aggregate offering price of up to
$100,000,000. Sales of common units, if any, may be made in
negotiated transactions or transactions that are deemed to be
“at-the-market” (“ATM”) offerings as
defined in Rule 415 of the Securities Act, including sales made
directly on the New York Stock Exchange, the existing trading
market for the common units, or sales made to or through the market
maker other than on an exchange or through an electronic
communications network. The Partnership will pay each of the
Agents a commission, which in each case shall not be more than 2.0%
of the gross sales price of common units sold through such
Agent. During the year ended December 31, 2015, the
Partnership issued 277,667 common units under the ATM Equity
Program for net proceeds of $7.5 million.
On July 10, 2015, the Partnership issued 2,415,000 common units in
a public offering at a price of $29.63 per unit. Net proceeds from
the offering, after deducting underwriting discounts and offering
expenses, were approximately $67.9 million. The proceeds were used
to repay outstanding borrowings under the Partnership’s
Credit Facility.
In February 2014, the Partnership issued 2,300,000 common
units in a public offering at a price of $24.45 per unit. Net
proceeds of the offering, after deducting underwriting discounts
and offering expenses, were approximately $53.2 million. The
proceeds from the offering were used to repay outstanding
borrowings under the Partnership’s Credit Facility.
In May 2014, the Partnership sold to American Cemeteries
Infrastructure Investors, LLC, a Delaware limited liability company
(“ACII”), 2,255,947 common units (the “ACII
Units”) at an aggregate purchase price of $55.0 million
pursuant to a Common Unit Purchase Agreement (the “Common
Unit Purchase Agreement”), dated May 19, 2014, by and between
ACII and the Partnership. Pursuant to the Common Unit Purchase
Agreement, commencing with the quarter ending June 30 2014,
the ACII Units are entitled to receive cash distributions equal to
those paid on the common units generally. Through the quarter
ending June 30, 2018, such distributions may be paid in cash,
paid-in-kind (“PIK”) common units issued to ACII in
lieu of cash distributions, or a combination of cash and PIK units,
as determined by the Partnership at its sole discretion. If the
Partnership elects to pay cash distributions through the issuance
of PIK units, the number of common units to be issued in connection
with a quarterly cash distribution will be the quotient of (i) the
amount of the quarterly cash distribution paid on the common units
by (B) the volume-weighted average price of the common units for
the thirty (30) trading days immediately preceding the date the
quarterly cash distribution is declared with respect to the common
units. Beginning with the quarterly cash distribution payable with
respect to the quarter ending September 30, 2018, the ACII Units
will receive cash distributions on the same basis as all other
common units and the Partnership will no longer have the ability to
elect to pay quarterly cash distributions in PIK units. The
Partnership issued 204,804 and 111,740 PIK Units to ACII in lieu of
cash distributions of $5.8 million and $2.8 million, respectively,
during the years ended December 31, 2015 and 2014,
respectively.
In June 2014, the Partnership issued 2,990,000 common units in
a public offering at a price of $23.67 per unit. Net proceeds
of the offering, after deducting underwriting discounts and
offering expenses, were approximately $67.1 million. The proceeds
from the offering were used to pay the purchase price of certain
properties acquired and repay outstanding borrowings under the
Partnership’s Credit Facility.
In March 2013, the Partnership issued 1,610,000 common units in a
public offering at a price of $25.35 per unit. Net proceeds of the
offering, after deducting underwriting discounts and offering
expenses, were approximately $38.4 million. The proceeds from the
offering were used to repay outstanding borrowings on the
Partnership’s Credit Facility.