What is the fixed rate of cash distribution per quarter for each outstanding Aplus Class C Unit?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 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 (o
Source: Item 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, the Class C Units are entitled to receive distributions of available cash at a fixed rate. This rate is set at $0.8682 per quarter for each Class C Unit outstanding. However, this distribution is specifically for available cash of the Partnership, excluding cash derived from Sunoco Retail related activities such as distributions, sale proceeds, or debt payments.
The document specifies that these Class C Units are not convertible or exchangeable into Common Units, nor are they redeemable. They possess limited voting rights, only as required by non-waivable provisions of law. Furthermore, these units are not allocated any income, gain, loss, deduction, or credit related to Aplus's ownership or sale of Sunoco Retail membership interests or debt.
In terms of financial allocations, the holders of Class C Units will be allocated gross income (excluding income from Sunoco Retail Items) equivalent to the cash distributed to them. 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 from Sunoco Retail Items). The distributions to Class C unitholders do not impact Aplus's consolidated cash flows and are excluded from total cash distributions and the allocation of limited partners' interest in net income.