Page 9 of 16 – SEC Filing
If cash distributions to the unitholders exceed $0.43125 per common unit and subordinated unit in
any quarter, the unitholders and the General Partner, as the holder of the incentive distribution rights, will receive increasing percentages, up to 50%, of the cash the Issuer distributes in excess of that amount.
Conversion of Subordinated Units
The principal difference between the common units and subordinated units is that in any quarter during the subordination period, holders of the
subordinated units are not entitled to receive any distribution until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. The subordinated
units will not accrue arrearages.
The subordination period will end on the first business day after the Issuer has earned and paid an
aggregate amount of at least $1.50 (the minimum quarterly distribution on an annualized basis) multiplied by the total number of outstanding common and subordinated units for each of three consecutive,
non-overlapping four-quarter periods ending on or after December 31, 2020 and there are no outstanding arrearages on the common units. Notwithstanding the foregoing, the subordination period will end on
the first business day after the Issuer has paid an aggregate amount of at least $2.25 (150.0% of the minimum quarterly distribution on an annualized basis) multiplied by the total number of outstanding common and subordinated units and the related
distribution on the incentive distribution rights, for any four-quarter period ending on or after December 31, 2018 and there are no outstanding arrearages on the common units. When the subordination period ends, all subordinated units will
convert into common units on a one-for-one basis, and all common units will thereafter no longer be entitled to arrearages.
Issuance of Additional Units
The Partnership Agreement authorizes the Issuer to issue an unlimited number of units on terms determined by the General Partner without
unitholder approval.
Limited Voting Rights
The General Partner controls the Issuer and the unitholders have only limited voting rights. Unitholders have no right to appoint the General
Partner or its directors. The General Partner may not be removed, except by a vote of the holders of at least 66 2/3% of the Issuers units, including units owned by the General Partner and its affiliates. Because OMS Holdings owns 71.6% of the
Issuers units, it has the ability to prevent the General Partners involuntary removal.
Limited Call Right
If at any time the General Partner and its affiliates own more than 80% of the outstanding common units, the General Partner has the right, but
not the obligation, to purchase all of the remaining common units at a price equal to the greater of (1) the average of the daily closing price of the common units over the 20 trading days preceding the date three days before notice of exercise
of the call right is first mailed and (2) the highest per-unit price paid by the General Partner or any of its affiliates for common units during the 90-day period
preceding the date such notice is first mailed.
Registration Rights
The Issuer has agreed to register for resale under the Securities Act of 1933 and applicable state securities laws any common units,
subordinated units or other limited partner interests proposed to be sold by the General Partner or any of its affiliates or their assignees if an exemption from the registration requirements is not otherwise available. These registration rights
continue for two years following any withdrawal or removal of the General Partner. The Issuer is obligated to pay all expenses incidental to the registration, excluding underwriting discounts.
