NuStar Energy L.P. (NYSE:NS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On April20, 2017, NuStar Logistics, L.P. (NuStar Logistics),
NuStar Energy L.P. (NuStar Energy), NuStar Pipeline Operating
Partnership L.P. (NuPOP), Riverwalk Logistics, L.P., NuStar GP,
LLC, NuStar GP, Inc., and NuStar Pipeline Company, LLC
(collectively, the NuStar Parties) entered into an underwriting
agreement (the Underwriting Agreement) with Mizuho Securities USA
LLC, as representative of the several underwriters named therein
(collectively, the Underwriters), relating to the public offering
(the Offering) by NuStar Logistics of $550,000,000 aggregate
principal amount of 5.625% Senior Notes due 2027 (the Notes). The
Notes are being guaranteed on a full and unconditional basis by
NuStar Energy and NuPOP. The aggregate net proceeds to NuStar
Logistics for the Notes, after underwriting fees and commissions
and estimated offering expenses, is approximately $543.8million.

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 Notes is expected to occur on
April28, 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) (the Registration Statement), dated June30, 2016,
and the prospectus supplement dated April20, 2017, filed with the
Securities and Exchange Commission to Rule 424(b) of the
Securities Act.

The Underwriting
Agreement provides that the obligations of the Underwriters to
purchase the Notes are subject to approval of certain legal
matters by counsel to the Underwriters and other customary
conditions. The NuStar Entities have 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 are expected to be used by NuStar Logistics to fund
a portion of the purchase price and related fees and expenses for
the previously announced acquisition of Navigator Energy
Services, LLC (the Acquisition). Pending the potential use of the
net proceeds from the Offering to fund a portion of the purchase
price for the Acquisition, NuStar Logistics intends to use the
net proceeds from the Offering for the repayment of outstanding
borrowings under its revolving credit agreement (the Credit
Agreement). To the extent that the net proceeds from the Offering
and the previously announced common unit offering exceed amounts
outstanding under the Credit Agreement, NuStar Logistics intends
to use such proceeds to pay amounts outstanding under its
receivables financing agreement and short-term lines of credit or
hold such excess proceeds as cash. Alternatively, if the
Acquisition is not consummated on or before August31, 2017, or
the Membership Interest Purchase and Sale Agreement entered into
in connection with the Acquisition is terminated on or before
such date, NuStar Logistics will use all of the net proceeds,
together with additional funds it may provide, as necessary, to
fund the redemption of the Notes. Certain of the Underwriters or
their affiliates are lenders under the Credit Agreement,
receivables financing agreement and short-term lines of credit
and, in that respect, may receive a portion of the proceeds from
the Offering through the repayment of borrowings outstanding
under these debt agreements.

Certain of the
underwriters and their related entities have engaged, and may in
the future engage, in commercial and investment banking
transactions with any of the NuStar Parties 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.

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 down -0.30 at 48.84 with 545,285 shares trading hands.