What is the aggregate number of Class C Units outstanding for the Aplus Partnership?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
-|------|----|------| | | 2023 | | | 2022 | | 2021 | | Attributable to Common Units | | | | | | | | Distributions declared | $ | 284 | $ | 277 | $ | 275 | | Distributions (in excess of) less than net income | | 27 | | 120 | | 171 | | Common unitholders' interest in net income | $ | 311 | $ | 397 | $ | 446 |
Class C Units
The Partnership has outstanding an aggregate of 16,410,780 Class C Units, all of which are held by wholly owned subsidiaries of the Partnership.
Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution received by the Partnership from Sunoco Retail, the proceeds of any sale of the membership interests of Sunoco Retail, or any interest or principal payments received by the Partnership with respect to indebtedness of Sunoco Retail or its subsidiaries) at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding; (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law; (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership's ownership of, or sale or other disposition of, the membership interests of Sunoco Retail, or the Partnership's ownership of any indebtedness of Sunoco Retail or any of its subsidiaries ("Sunoco Retail Items"); (v) will be allocated gross income (other than from Sunoco Retail Items) in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1%
Source: Item 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, the Partnership has an aggregate of 16,410,780 Class C Units outstanding. All of these units are held by wholly-owned subsidiaries of the Partnership.
These Class C Units have specific characteristics. They cannot be converted or exchanged into Common Units or any other units of the Partnership, and they are non-redeemable. However, they are entitled to receive distributions of available cash of the Partnership at a fixed rate of $0.8682 per quarter for each Class C Unit outstanding. These distributions exclude cash derived from Sunoco Retail. The Class C Units generally do not have voting rights, except where required by law.
Furthermore, these units are not allocated any items of income, gain, loss, deduction, or credit related to Sunoco Retail. Instead, they will be allocated gross income (excluding income from Sunoco Retail) equal to the cash distributed to the holders of Class C Units. They will also be allocated depreciation, amortization, and cost recovery deductions as if they were Common Units, along with 1% of certain allocations of net termination gain (excluding gains from Sunoco Retail). These distributions do not impact the Partnership's consolidated cash flows and are excluded from total cash distributions and the allocation of limited partners' interest in net income.