NuStar Energy L.P. (NYSE:NS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On March 28, 2018, NuStar Energy L.P. (the “MLP”) entered into: (1) the Third Amendment to Receivables Financing Agreement, dated as of March 28, 2018, by and among NuStar Finance LLC, as Borrower, the MLP, as initial Servicer, Mizuho Bank, Ltd. and PNC Bank, National Association (the “RFA Amendment”); and (2) the Fourth Amendment to Amended and Restated 5-Year Revolving Credit Agreement, dated as of March 28, 2018, among NuStar Logistics, L.P. (“Logistics”), as Borrower, the MLP, NuStar Pipeline Operating Partnership L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (the “Revolver Amendment”). The RFA Amendment amends the Receivables Financing Agreement, dated as of June 15, 2015, by and among NuStar Finance LLC, the MLP, PNC Bank, National Association, as Administrative Agent, and the lenders and group agents party thereto, as amended (the “RFA”). The Revolver Amendment amends the Amended and Restated 5-Year Revolving Credit Agreement, dated as of October 29, 2014, among Logistics, the MLP, JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank and Mizuho Bank, Ltd., as Co-Syndication Agents, Wells Fargo Bank, National Association and PNC Bank, National Association, as Co-Documentation Agents, and the lenders party thereto, as amended (the “Credit Agreement”).
The RFA Amendment amends the definition of Change in Control contained in the RFA and the Revolver Amendment amends the definition of Change in Control contained in the Credit Agreement such that the proposed merger of a subsidiary of the MLP with and into NuStar GP Holdings, LLC (“NSH”), to the Agreement and Plan of Merger dated as of February 7, 2018 and announced by the MLP and NSH on February 8, 2018, will not be a Change in Control for purposes of the RFA and the Credit Agreement, respectively. The Revolver Amendment also: (1) amends the financial condition covenant contained in the Credit Agreement to provide that the MLP’s Consolidated Debt Coverage Ratio (as defined in the Credit Agreement) may not exceed: (a) 5.50 to 1.00 for the four consecutive fiscal quarters (“Rolling Period”) ending December 31, 2017 and March 31, 2018; (b) 5.25 to 1.00 for the Rolling Periods ending June 30, 2018, September 30, 2018 and December 31, 2018; and (c) 5.00 to 1.00 for any Rolling Period ending on or after March 31, 2019; provided that, for any Rolling Period ending on or after March 31, 2019, the maximum Consolidated Debt Coverage Ratio will increase to 5.50 to 1.00 for two Rolling Periods if the MLP or a restricted subsidiary completes one or more acquisitions for aggregate net consideration of at least $50 million; (2) adds provisions requiring Logistics to use unrestricted cash and cash equivalents in excess of $125 million to prepay revolving loans under the Credit Agreement; (3) further restricts the ability of the MLP, Logistics and their restricted subsidiaries to incur certain Indebtedness or Liens (each as defined in the Credit Agreement); and (4) adds an additional level to the pricing grid included in the definition of Applicable Rate contained in the Credit Agreement.
Logistics and the MLP also are party to Letter of Credit Agreements with each of Mizuho Bank, Ltd. (dated as of June 5, 2012, as amended), The Bank of Nova Scotia (dated as of June 5, 2013, as amended) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (dated as of September 3, 2014, as amended) (collectively, the “Letter of Credit Agreements”). to the terms of the Letter of Credit Agreements, the corresponding provisions of the covenants and the definitions related thereto in the Letter of Credit Agreements are deemed automatically amended to conform to the changes to such provisions made by the Revolver Amendment.
The above discussion is qualified in its entirety by the text of the RFA Amendment and the Revolver Amendment, copies of which are filed as Exhibit 10.01 and Exhibit 10.02, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description set forth above under Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01Financial Statements and Exhibits.
Fourth Amendment to Amended and Restated 5-Year Revolving Credit Agreement, dated as of March 28, 2018, among NuStar Logistics, L.P., NuStar Energy L.P., NuStar Pipeline Operating Partnership L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto.
NuStar Energy L.P. ExhibitEX-10.01 2 exhbit1001-thirdamendmentt.htm EXHIBIT 10.01 Exhibit EXECUTION COPYExhibit 10.01THIRD AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTThis THIRD AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”),…To view the full exhibit click
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.