Page 8 of 16 – SEC Filing
(a)-(b) The following disclosure assumes that there are a total of 12,625,000 common units and
13,750,000 subordinated units of the Issuer, which are the number of common units and subordinated units of the Issuer outstanding following the Offering, based on the Issuers filing pursuant to Rule 424(b)(4) on September 22, 2017 with
the SEC.
Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially
own 5,125,000 common units and 13,750,000 subordinated units of the Issuer, which constitutes approximately 71.6% of the outstanding common units and subordinated units of the Issuer. The Reporting Person have shared power to vote or to direct the
vote, and shared power to dispose or to direct the disposition of 5,125,000 common units and 13,750,000 subordinated units of the Issuer.
(c) Except as set forth in Item 3 above or elsewhere in this Schedule 13D, none of the Reporting Persons has effected any transaction in the
Issuers common units during the past 60 days.
(d) The Reporting Persons have the right to receive distributions from, and the
proceeds from the sale of, the respective common units reported by such persons on the cover pages of this Schedule 13D and in this Item 5. See Schedule I for the information applicable to the Covered Persons. Except for the foregoing and the
cash distribution described in Item 6 below, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, common units beneficially owned
by the Reporting Persons or, to the Reporting Persons knowledge, the Covered Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth or incorporated in Item 3 and Item 4 is hereby incorporated herein by reference.
The Partnership Agreement
The General
Partner, as the sole general partner of the Issuer, and OMS Holdings, as the organizational limited partner of the Issuer, are party to the Partnership Agreement.
Cash Distributions
The
Issuers cash distribution policy will require it to pay cash distributions at an initial distribution rate of $0.3750 per common unit per quarter ($1.50 per common unit on an annualized basis) to the extent the Issuer has sufficient cash from
operations after establishment of cash reserves and payment of fees and expenses, including payments to its general partner and its affiliates. The Issuer calls this quarterly distribution amount the minimum quarterly distribution, and
the Issuers ability to pay it is subject to various restrictions and other factors. The Issuer will adjust the minimum quarterly distribution for the period ending December 31, 2017 by an amount that covers the period from the closing of
the Offering through September 30, 2017 based on the actual number of days in that period.
The Issuers Partnership Agreement
generally provides that the Issuer distribute cash each quarter during the subordination period in the following manner:
| first, to the holders of common units, until each common unit has received the minimum quarterly distribution of $0.3750 plus any arrearages from prior quarters; |
| second, to the holders of subordinated units, until each subordinated unit has received the minimum quarterly distribution of $0.3750; and |
| third, to the holders of common units and subordinated units pro rata until each has received a distribution of $0.43125. |
