v3.26.1
Partners’ Capital Surplus
6 Months Ended
Jun. 30, 2026
Partners’ Capital Surplus [Abstract]  
PARTNERS’ CAPITAL SURPLUS

NOTE 8: PARTNERS’ CAPITAL SURPLUS

 

The Company is authorized to issue 100,000,000 common units with no par value. As of June 30, 2026, and December 31, 2025, the Company had 91,746,806 common units issued and outstanding.

 

For the three and six months ended June 30, 2026 and 2025, the Company did not recognize any unit-based compensation.

 

Class A Preferred Units

 

On April 28, 2026, the General Partner executed the Third Amendment (the “Third Amendment”) to the Company’s Limited Partnership Agreement (the “Partnership Agreement”) to amend the terms of the Company’s Class A preferred units. As of June 30, 2026, the designation, powers, preferences and rights of the Class A preferred units, and the qualifications, limitations and restrictions thereof, were as follows: 

 

Number and Stated Value. The number of authorized Class A preferred units is 250,000,000. Each Class A preferred unit has a stated value of $1.00 (the “Stated Value”).

 

Rights. Except as otherwise set forth in the Third Amendment, each Class A preferred unit has all of the rights, preferences and obligations of the Company’s common units as set forth in the Partnership Agreement and is treated as a common unit for all other purposes of the Partnership Agreement.

Voting. The Class A preferred units have no voting rights except as required by applicable law. For the avoidance of doubt, the Class A preferred units have no management rights or other governance participation of any kind.

 

Dividends The Class A preferred units have no mandatory dividend or distribution rights. Any distributions on or with respect to the Class A preferred units are at the sole discretion of the Company.

 

Liquidation. Upon any liquidation, dissolution or winding up of the Company, the Class A preferred units have no liquidation preference and rank pari passu with the Company’s common units.

 

Transfer Restrictions. The Class A preferred units may not be transferred without the prior written consent of the Company, which may be granted or withheld in the Company’s sole discretion.

 

Conversion Rights. Each Class A preferred unit is convertible into common units of the Company at any time following the date on which the closing price of the Company’s common units for the preceding 20 consecutive trading days has equaled or exceeded $1.15 (the “Conversion Commencement Date”), subject to adjustment as provided in the Third Amendment (the “Conversion Price”). If the Conversion Commencement Date has not occurred on or before July 31, 2030, the Class A preferred units will no longer be convertible into common units.

 

Each Class A preferred unit is convertible into a number of common units equal to (x) the Stated Value divided by (y) the Conversion Price, subject to a 4.99% beneficial ownership limitation. The beneficial ownership limitation may be waived by the holder upon not less than 61 days’ prior written notice to the Company.