NuStar Energy L.P. (NYSE:NS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01.Completion of Acquisition or Disposition of Assets.
On April11, 2017, NuStar Logistics, L.P. (Logistics), a
wholly-owned subsidiary of NuStar Energy L.P. (the Partnership),
and the Partnership entered into a Membership Interest Purchase
and Sale Agreement (the Acquisition Agreement) with FR Navigator
Holdings LLC, to which Logistics agreed to acquire (the
Acquisition) all of the issued and outstanding limited liability
company interests in Navigator Energy Services, LLC (Navigator).
Navigator owns and operates crude oil transportation, pipeline
gathering and storage assets located in the Midland Basin of West
Texas.
The Acquisition closed on May4, 2017. The aggregate purchase
price for the Acquisition was approximately $1.475billion. The
transaction was financed through a combination of the net
proceeds received by the Partnership and Logistics from the
Partnerships recently closed common and preferred unit offerings
and Logistics recently closed senior notes offering.
The Acquisition Agreement is incorporated by reference as Exhibit
2.1 hereto.
Item7.01. Regulation FD Disclosure.
On May4, 2017, the Partnership issued a press release announcing
the closing of the Acquisition. The press release related to this
announcement is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Partnership will file by amendment to this Current Report on
Form 8-K the financial statements required by this Item not later
than 71 days after the date on which this Current Report on Form
8-K is required to be filed.
(b) Pro Forma Financial Information.
The Partnership will file by amendment to this Current Report on
Form 8-K the pro forma financial information required by this
Item not later than 71 days after the date on which this Current
Report on Form 8-K
is required to be filed.
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| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 2.1* |
Membership Interest Purchase and Sale Agreement, dated April11, 2017, by and between NuStar Logistics, L.P., NuStar Energy L.P. and FR Navigator Holdings LLC (incorporated by reference herein to Exhibit 2.1 to the Partnerships Current Report on Form 8-K filed April11, 2017 (File No.001-16417)) |
|
| 99.1 | Press Release of NuStar Energy L.P., dated May4, 2017 |
| Incorporated by reference. |
| * |
Schedules and similar attachments to the Membership Interest Purchase and Sale Agreement have been omitted to Item601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the Commission upon request. |
2
to the
requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| NUSTAR ENERGY L.P. | |||||||||
| By: | Riverwalk Logistics, L.P. | ||||||||
| its general partner | |||||||||
| By: | NuStar GP, LLC | ||||||||
| its general partner | |||||||||
| Date: May4, 2017 | By: |
/s/ Amy L. Perry |
|||||||
| Name: | Amy L. Perry | ||||||||
| Title: |
Senior Vice President, General Counsel – Corporate Commercial Law and Corporate Secretary |
3
EXHIBIT
INDEX
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 2.1* |
Membership Interest Purchase and Sale Agreement, dated April11, 2017, by and between NuStar Logistics, L.P., NuStar Energy L.P. and FR Navigator Holdings LLC (incorporated by reference herein to Exhibit 2.1 to the Partnerships Current Report on Form 8-K filed April11, 2017 (File No.001-16417)) |
|
| 99.1 | Press Release of NuStar Energy L.P., dated May4, 2017 |
| Incorporated by reference. |
| * |
Schedules and similar attachments to the Membership Interest Purchase and Sale Agreement have been omitted |
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 -1.74 at 44.81 with 595,112 shares trading hands.