NuStar Energy L.P. (NYSE:NS) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On April12, 2017, NuStar Energy L.P. (the Partnership) entered
into an underwriting agreement (the Underwriting Agreement) with
UBS Securities LLC as lead book-running manager and
representative of the several underwriters named therein
(collectively, the Underwriters), to which the Underwriters sold
to the public 12,500,000 common units representing limited
partner interests in the Partnership (the Firm Units) at a price
to public of $46.35 per Unit (the Offering). to the Underwriting
Agreement, the Partnership granted the Underwriters a 30-day
option to purchase up to an additional 1,875,000 Units (the
Option Units, and together with the Firm Units, the Units) on the
same terms, which option was exercised in full on April12, 2017.
The aggregate net proceeds to the Partnership for the Units,
after underwriting fees and commissions, is approximately
$644.2million. Certain members of the Board of Directors of
NuStar GP, LLC, the general partner of the general partner of the
Partnership (the General Partner), including William E. Greehey,
Chairman of the Board of Directors of the General Partner,
purchased an aggregate 329,030 Firm Units in the Offering. The
Underwriters did not receive a discount or commission on the
329,030 Firm Units sold to these individuals.
A copy of the Underwriting Agreement is filed as Exhibit 1.1
hereto and is incorporated herein by reference. The closing of
the issuance and sale of the Units occurred on April18, 2017. The
Offering has been registered under the Securities Act of 1933, as
amended (the Securities Act), to an automatically effective
registration statement on Form S-3 (Registration
No.333-212338) of the Partnership (the Registration Statement),
dated June30, 2016, and the prospectus supplement dated April12,
2017, filed with the Securities and Exchange Commission to Rule
424(b) of the Securities Act. Certain legal opinions related to
the Registration Statement are filed herewith as Exhibits 5.1 and
8.1.
The Underwriting
Agreement provides that the obligations of the Underwriters to
purchase the Units are subject to approval of certain legal
matters by counsel to the Underwriters and other customary
conditions. The Partnership has agreed to indemnify the
Underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the
Underwriters may be required to make because of any of those
liabilities.
Net proceeds from
the Offering, including the general partners proportionate
capital contribution, are expected to be used by the Partnership
to fund a portion of the purchase price for the previously
announced acquisition of Navigator Energy Services, LLC (the
Acquisition) and related fees and expenses. Pending the potential
use of the net proceeds from the Offering to fund a portion of
the purchase price for the Acquisition, the Partnership intends
to use the net proceeds from the Offering for the repayment of
outstanding borrowings under its revolving credit agreement (the
Credit Agreement). Certain of the Underwriters or their
affiliates are lenders under the Partnerships revolving credit
agreement and, in that respect, may receive a portion of the
proceeds from the Offering through the repayment of borrowings
outstanding under the Partnerships revolving credit
agreement.
Certain of the
underwriters and their related entities have engaged, and may in
the future engage, in commercial and investment banking
transactions with the Partnership in the ordinary course of their
business. They have received, and expect to receive, customary
compensation and expense reimbursement for these commercial and
investment banking transactions.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit Number |
EXHIBIT |
|
| Exhibit1.1 |
Underwriting Agreement, dated April12, 2017, by and among NuStar Energy L.P., Riverwalk Logistics, L.P., NuStar GP, LLC and the several underwriters named on Schedule I thereto. |
|
| Exhibit 5.1 | Opinion of Andrews Kurth Kenyon LLP. | |
| Exhibit 8.1 | Opinion of Andrews Kurth Kenyon LLP relating to tax matters. | |
| Exhibit23.1 |
Consents of Andrews Kurth Kenyon LLP (included in Exhibits 5.1 and 8.1). |
About NuStar Energy L.P. (NYSE:NS)
NuStar Energy L.P. is engaged in the transportation of petroleum products and anhydrous ammonia; the terminaling and storage of petroleum products, and the marketing of petroleum products. The Company’s operating segments include pipeline, storage and fuels marketing. The pipeline segment consists of the transportation of refined petroleum products, crude oil and anhydrous ammonia. The storage segment includes terminal and storage facilities that provide storage, handling and other services for petroleum products, crude oil, specialty chemicals and other liquids. The fuels marketing segment involve the purchase of crude oil, fuel oil, bunker fuel, fuel oil blending components and other refined products for resale. The Company’s assets include approximately 5,500 miles of refined product pipelines with over 20 associated terminals; over 2,000 miles of anhydrous ammonia pipelines; approximately 1,200 miles of crude oil pipelines, and over 50 terminal and storage facilities. NuStar Energy L.P. (NYSE:NS) Recent Trading Information
NuStar Energy L.P. (NYSE:NS) closed its last trading session up +0.62 at 47.66 with 689,794 shares trading hands.
