Delaware | | | 74-2956831 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
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19003 IH-10 West San Antonio, Texas 78257 (210) 918-2000 | | | Amy L. Perry Executive Vice President–Strategic Development and General Counsel NuStar GP, LLC 19003 IH-10 West San Antonio, Texas 78257 (210) 918-2000 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | | | (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Large accelerated filer | | | ☒ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☐ | | | | | Smaller reporting company | | | ☐ | |
| | | | | | Emerging growth company | | | ☐ |
* | Each of the following is a co-registrant that may issue some or all of the securities: |
Delaware | | | 74-2958817 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
Delaware | | | 75-2287683 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
• | Annual Report on Form 10-K (File No. 001-16417) for the year ended December 31, 2021, filed on February 24, 2022; |
• | The portions of our Definitive Proxy Statement on Schedule 14A (File No. 001-16417), filed on March 10, 2022, that are specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021; |
• | Quarterly Report on Form 10-Q (File No. 001-16417) for the quarter ended March 31, 2022, filed on May 6, 2022; |
• | Current Reports on Form 8-K (File No. 001-16417) filed on January 31, 2022 and April 28, 2022; and |
• | The descriptions of NuStar Energy’s common units and preferred units set forth in our registration statements filed pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating those descriptions. |
• | the repayment of outstanding indebtedness; |
• | the redemption of outstanding preferred limited partner interests; |
• | working capital; |
• | capital expenditures; and |
• | acquisitions. |
• | the designation, stated value and liquidation preference of the preferred units and the number of preferred units offered; |
• | the initial public offering price at which the preferred units will be issued; |
• | any conversion or exchange provisions of the preferred units; |
• | any redemption or sinking fund provisions of the preferred units; |
• | the distribution rights of the preferred units, if any; |
• | a discussion of any additional material federal income tax considerations regarding the preferred units; and |
• | any additional rights, preferences, privileges, limitations and restrictions of the preferred units. |
• | provide for the proper conduct of NuStar Energy’s business, including reserves for future capital expenditures and anticipated credit needs; |
• | comply with applicable law or any debt instrument or other agreement or obligation; |
• | provide funds for payments to holders of NuStar Energy’s preferred units; or |
• | provide funds for distributions with respect to any one or more of the next four fiscal quarters, |
• | to remove or replace NuStar Energy’s general partner; |
• | to approve some amendments to the partnership agreement; or |
• | to take other action under the partnership agreement |
Election of directors to the board | | | Plurality of the votes cast by the limited partners holding outstanding common units and Series D Preferred Units (voting on an as-converted basis), voting together as a single class, at a meeting of the limited partners. Please read “—Meetings; Voting.” |
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Amendment of the partnership agreement | | | Certain amendments may be made by NuStar Energy’s general partner without the approval of unitholders. Certain other amendments require the approval of a unit majority. Certain other amendments require the approval of the holders of a super-majority of outstanding common units and Series D Preferred Units (voting on an as-converted basis), voting together as a single class. Certain amendments that would have a material adverse effect on a class of NuStar Energy interests require the approval of a majority of NuStar Energy interests to be affected by such amendment. Please read “—Amendment of the Partnership Agreement.” |
Merger or the sale of all or substantially all of NuStar Energy’s assets | | | The holders of a unit majority. Please read “—Merger, Sale or Other Disposition of Assets.” |
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Dissolution of NuStar Energy | | | The holders of a unit majority. Please read “—Termination and Dissolution.” |
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Removal/Replacement of the general partner | | | The holders of a unit majority. Please read “—Withdrawal or Removal of the General Partner.” |
• | amend, alter, change, repeal or rescind, in any respect, a provision of the partnership agreement that establishes a percentage of outstanding units required to take any action, that would have the effect of reducing such voting percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of outstanding units whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced; |
• | enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected; |
• | enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by NuStar Energy to its general partner or any of its affiliates without the consent of NuStar Energy’s general partner, which may be given or withheld in its sole discretion; |
• | change the term of NuStar Energy; |
• | provide that NuStar Energy is not dissolved upon an election to dissolve NuStar Energy by its general partner that is approved by the holders of a unit majority; |
• | give any person the right to dissolve NuStar Energy, other than its general partner’s right to dissolve NuStar Energy with the approval of the holders of a unit majority; or |
• | have a material adverse effect on the rights or preferences of any class of partnership securities in relation to other classes of partnership securities, unless approved by the holders of not less than a majority of the outstanding partnership securities of the class affected. |
• | a change in the name of NuStar Energy, the location of the principal place of business of NuStar Energy, the registered agent or the registered office of NuStar Energy; |
• | the admission, substitution, withdrawal or removal of partners in accordance with the partnership agreement; |
• | a change that, in the sole discretion of NuStar Energy’s general partner, is necessary or advisable to qualify or continue the qualification of NuStar Energy as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither NuStar Energy nor the Operating Partnership will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes; |
• | an amendment that is necessary, in the opinion of counsel to NuStar Energy, to prevent NuStar Energy, its general partner, NuStar GP, LLC, or any of the directors, officers, agents or trustees of NuStar GP, LLC from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not substantially similar to plan asset regulations currently applied or proposed; |
• | subject to any restrictions imposed by the terms of the Preferred Units and the limitations on the issuance of additional partnership securities described above, an amendment that in the discretion of NuStar Energy’s general partner is necessary or advisable for the authorization of additional partnership securities; |
• | any amendment expressly permitted in the partnership agreement to be made by NuStar Energy’s general partner acting alone; |
• | an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the partnership agreement; |
• | any amendment that, in the discretion of NuStar Energy’s general partner, is necessary or advisable for the formation by NuStar Energy of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the partnership agreement; |
• | a change in the fiscal year or taxable year of NuStar Energy and related changes; and |
• | any other amendments substantially similar to any of the matters described above. |
• | do not adversely affect the limited partners (or any particular class of limited partners) in any material respect; |
• | are necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; |
• | are necessary or advisable to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading, compliance with any of which NuStar Energy’s general partner deems to be in the best interests of NuStar Energy and the limited partners; |
• | are necessary or advisable for any action taken by NuStar Energy’s general partner relating to splits or combinations of partnership securities under the provisions of the partnership agreement; or |
• | are required to effect the intent of the provisions of the partnership agreement or are otherwise contemplated by the partnership agreement. |
• | the election of NuStar Energy’s general partner to dissolve NuStar Energy, if approved by the holders of a unit majority; |
• | the entry of a decree of judicial dissolution of NuStar Energy pursuant to Delaware law; |
• | the sale of all or substantially all of the assets and properties of NuStar Energy, the Operating Partnership and their respective subsidiaries; or |
• | the withdrawal or removal of NuStar Energy’s general partner or any other event that results in its ceasing to be the general partner other than by reason of a transfer of its general partner interest in accordance with the partnership agreement or withdrawal or removal following approval and admission of a successor. |
• | the action would not result in the loss of limited liability of any limited partner; and |
• | neither NuStar Energy, the reconstituted limited partnership, nor any operating subsidiary would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue. |
• | with certain limited exceptions, any partnership securities held by a person that owns 20% or more of any class of partnership securities then outstanding, other than NuStar Energy’s general partner and its affiliates, cannot be voted on any matter; provided, however that such restriction generally does not apply to any Series D Preferred Units held by a person who acquired such Series D Preferred Units pursuant to the Series D Cumulative Convertible Preferred Unit Purchase Agreement, dated as of June 26, 2018, among NuStar Energy L.P. and the purchasers party thereto; |
• | limiting the ability of unitholders to replace members of the board of directors of NuStar GP, LLC (the “board”) by having staggered elections where each director is elected for a three-year term and providing that directors may only be removed for cause; and |
• | limiting the ability of unitholders to call meetings or to acquire information about NuStar Energy’s operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management. |
• | NuStar Energy’s general partner; |
• | any departing general partner; |
• | any person who is or was an affiliate of NuStar Energy’s general partner or any departing general partner; |
• | any person who is or was a member, partner, officer, director, employee, agent or trustee of NuStar Energy, the Operating Partnership or any of their respective subsidiaries, NuStar Energy’s general partner or any departing general partner or any affiliate of NuStar Energy, the Operating Partnership, their respective subsidiaries, NuStar Energy’s general partner or any departing general partner; or |
• | any person who is or was serving at the request of NuStar Energy’s general partner or departing general partner or any affiliate of NuStar Energy’s general partner or departing general partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person. |
• | information regarding the status of the business and financial condition of NuStar Energy; |
• | a copy of NuStar Energy’s tax returns; |
• | a current list of the name and last known address of each partner; |
• | copies of the partnership agreement, the certificate of limited partnership of NuStar Energy, related amendments and powers of attorney under which they have been executed; |
• | information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner; |
• | any other information regarding NuStar Energy’s affairs as is just and reasonable. |
• | approved by a conflicts committee consisting of three or more independent directors of NuStar GP, LLC, although no party is obligated to seek approval and NuStar Energy’s general partner may adopt a resolution or course of action that has not received approval; |
• | on terms no less favorable to NuStar Energy than those generally being provided to or available from unrelated third parties; or |
• | fair to NuStar Energy, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to NuStar Energy. |
• | the relative interests of the parties involved in the conflict or affected by the action; |
• | any customary or accepted industry practices or historical dealings with a particular person or entity; and |
• | generally accepted accounting principles and other factors it considers relevant, if applicable. |
• | amount and timing of asset purchases and sales; |
• | cash expenditures; |
• | borrowings; |
• | issuance of additional units; and |
• | the creation, decrease or increase of reserves in any quarter. |
• | the incurrence of indebtedness; |
• | the acquisition or disposition of assets, except for the disposition of all of the assets of NuStar Energy, which requires unitholder approval; |
• | the negotiation of any contracts; and |
• | the disposition of NuStar Energy’s cash. |
• | will be the unsecured and unsubordinated general obligations of NuStar Energy and NuPOP; and |
• | will rank on a parity with all of the other unsecured and unsubordinated indebtedness of NuStar Energy and NuPOP. |
• | the form and title of the debt securities; |
• | the total principal amount of the debt securities; |
• | the date or dates on which the debt securities may be issued; |
• | whether the debt securities are senior or subordinated debt securities; |
• | the currency or currencies in which principal and interest will be paid, if not U.S. dollars; |
• | the portion of the principal amount which will be payable if the maturity of the debt securities is accelerated; |
• | any right NuStar Logistics may have to defer payments of interest by extending the dates payments are due and whether interest on those deferred amounts will be payable as well; |
• | the dates on which the principal of the debt securities will be payable; |
• | the interest rate that the debt securities will bear and the interest payment dates for the debt securities; |
• | any conversion or exchange provisions; |
• | any optional redemption provisions; |
• | any sinking fund or other provisions that would obligate NuStar Logistics to repurchase or otherwise redeem the debt securities; |
• | any changes to or additional events of default or covenants; |
• | the subordination, if any, of the debt securities and any changes to the subordination provisions of the subordinated indenture; and |
• | any other terms of the debt securities. |
• | limit the ability of NuStar Logistics to put liens on any of its property or assets; and |
• | limit the ability of NuStar Logistics to sell and lease back its principal assets. |
(1) | Permitted Liens, as defined below; |
(2) | any lien upon any property or assets of NuStar Logistics or any subsidiary in existence on the date the senior debt securities of such series are first issued or created pursuant to an “after-acquired property” clause or similar term or provided for pursuant to agreements existing on such date; |
(3) | any lien upon any property or assets created at the time of acquisition of such property or assets by NuStar Logistics or any subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or debt incurred to finance such purchase price, whether such debt was incurred prior to, at the time of or within one year after the date of such acquisition; |
(4) | any lien upon any property or assets existing thereon at the time of the acquisition thereof by NuStar Logistics or any subsidiary; provided, however, that such lien only encumbers the property or assets so acquired; |
(5) | any lien upon any property or assets of a person existing thereon at the time such person becomes a |
(6) | any lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure debt incurred prior to, at the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof, whichever is later, to provide funds for any such purpose; |
(7) | any lien imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and liens which secure a judgment or other court-ordered award or settlement as to which NuStar Logistics or the applicable subsidiary has not exhausted its appellate rights; |
(8) | any lien upon any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument creating a lien upon such property or assets permitted by clauses (1) through (7) above; |
(9) | any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements) of any lien, in whole or in part, referred to in clauses (1) through (8), inclusive, above; provided, however, that the principal amount of debt secured thereby shall not exceed the principal amount of debt so secured at the time of such extension, renewal, refinancing, refunding or replacement (plus in each case the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); provided, further, however, that such extension, renewal, refinancing, refunding or replacement lien shall be limited to all or a part of the property (including improvements, alterations and repairs on such property) subject to the encumbrance so extended, renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property); or |
(10) | any lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing debt of NuStar Logistics or any subsidiary. |
• | liens upon rights-of-way for pipeline purposes created by a person other than NuStar Logistics; |
• | any statutory or governmental lien or lien arising by operation of law, or any mechanic’s, repairmen’s, materialmen’s, supplier’s, carrier’s, landlord’s, warehousemen’s or similar lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined lien which is incidental to construction, development, improvement or repair; |
• | the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any property; |
• | any lien of taxes and assessments which are (A) for the then current year, (B) not at the time delinquent, or (C) delinquent but the validity of which is being contested in good faith at the time by NuStar Logistics or any subsidiary; |
• | any lien of, or to secure the performance of, leases, other than capital leases; |
• | any lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings; |
• | any lien upon property or assets acquired or sold by NuStar Logistics or any subsidiary resulting from the exercise of any rights arising out of defaults on receivables; |
• | any lien incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance, temporary disability, social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations; |
• | any lien in favor of NuStar Logistics or any subsidiary; |
• | any lien in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute, or any debt incurred by NuStar Logistics or any subsidiary for the purpose of financing all or any part of the purchase price of, or the cost of constructing, developing, repairing or improving, the property or assets subject to such lien; |
• | any lien securing industrial development, pollution control or similar revenue bonds; |
• | any lien securing debt of NuStar Logistics or any subsidiary, all or a portion of the net proceeds of which are used, substantially concurrent with the funding thereof (and for purposes of determining such “substantial concurrence,” taking into consideration, among other things, required notices to be given to holders of outstanding senior debt securities under the senior indenture in connection with such refunding, refinancing or repurchase, and the required corresponding durations thereof), to refinance, refund or repurchase all outstanding senior debt securities under the senior indenture including the amount of all accrued interest thereon and reasonable fees and expenses and premium, if any, incurred by NuStar Logistics or any subsidiary in connection therewith; |
• | any lien in favor of any person to secure obligations under the provisions of any letters of credit, bank guarantees, bonds or surety obligations required or requested by any governmental authority in connection with any contract or statute; or |
• | any lien upon or deposits of any assets to secure performance of bids, trade contracts or statutory obligations. |
• | all current liabilities, excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current maturities of long-term debt; and |
• | the value, net of any applicable amortization, of all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets, |
(1) | the Sale-Leaseback Transaction occurs within one year from the date of completion of the acquisition of the property or assets subject thereto or the date of the completion of construction, development or substantial repair or improvement or commencement of full operations on such property or assets, whichever is later; |
(2) | the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; |
(3) | NuStar Logistics or such subsidiary would be entitled to incur debt secured by a lien on the property or assets subject thereto in a principal amount equal to or exceeding the Attributable Indebtedness from such Sale-Leaseback Transaction without equally and ratably securing the senior debt securities issued under the senior indenture; or |
(4) | NuStar Logistics or such subsidiary, within a one-year period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of Pari Passu Debt (as defined below) of NuStar Logistics, or (B) the expenditure or expenditures for property or assets used or to be used in the ordinary course of business of NuStar Logistics or its subsidiaries. |
• | in the case of a merger, NuStar Logistics is the surviving entity or the entity formed by such consolidation or into which NuStar Logistics is merged or the entity which acquires by sale or transfer, or which leases, NuStar Logistics’ properties and assets as, or substantially as, an entirety expressly assumes the due and punctual payment of the principal of and any premium and interest on all the debt securities under the applicable indenture and the performance or observance of every covenant of the applicable indenture on the part of NuStar Logistics to be performed or observed and shall have expressly provided for conversion rights in respect of any series of outstanding securities with conversion rights; |
• | the surviving entity or successor entity is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; |
• | immediately after giving effect to such transaction, no default or event of default shall have occurred and be continuing under the applicable indenture; and |
• | NuStar Logistics has delivered to the Trustee under the applicable indenture an officers’ certificate and an opinion of counsel regarding compliance with the terms of the applicable indenture. |
• | change the stated maturity of the principal of, or any installment of principal of, or interest on any debt security; |
• | reduce the principal amount of, the interest rate on or the premium payable upon redemption of any debt security; |
• | change the redemption date for any debt security; |
• | reduce the principal amount of an original issue discount debt security payable upon acceleration of maturity; |
• | change the place of payment where any debt security or any premium or interest on any debt security is payable; |
• | change the coin or currency in which any debt security or any premium or interest on any debt security is payable; |
• | impair the right to institute suit for the enforcement of any payment on any debt security; |
• | modify the provisions of the applicable indenture in a manner adversely affecting any right to convert or exchange any debt security into another security; |
• | reduce the percentage in principal amount of outstanding debt securities of any series necessary to modify the applicable indenture, to waive compliance with certain provisions of the applicable indenture or to waive certain defaults and their consequences; or |
• | modify any of the above provisions. |
• | to provide for the assumption by a successor of obligations of NuStar Logistics under such indenture and the debt securities issued thereunder; |
• | to provide for the assumption by a successor of NuStar Energy’s guarantee under such indenture; |
• | to add covenants and events of default or to surrender any rights NuStar Logistics has under such indenture; |
• | to secure the senior debt securities as described above under “Provisions Only in the NuStar Logistics Senior Indenture—Limitation on Liens;” |
• | to make any change that does not adversely affect any outstanding debt securities of a series in any material respect; |
• | to supplement such indenture in order to establish a new series of debt securities under such indenture; |
• | to provide for successor trustees; |
• | to provide for uncertificated securities in addition to certificated securities; |
• | to cure any ambiguity, correct or supplement any provision of such indenture which may be inconsistent with any other provision of such indenture, comply with any applicable mandatory provision of law or make any other provisions with respect to matters or questions arising under such indenture so long as such actions do not adversely affect the interests of the holders of any outstanding debt securities issued thereunder; |
• | to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the debt securities issued thereunder may be listed or traded; and |
• | to qualify such indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act of 1939”). |
• | failure to pay interest when due on any debt security of that series for 30 days; |
• | failure to pay the principal of, or any premium on, any debt security of that series when due; |
• | failure to perform any other covenant or warranty in such indenture (other than a term, covenant or warranty a default in whose performance or whose breach is specifically dealt with elsewhere in the Event of Default section or which has expressly been included in the applicable indenture solely for the benefit of a series of debt securities other than that series) that continues for 60 days after written notice is given to NuStar Logistics by the Trustee or to NuStar Logistics and the Trustee by the holders of at least 25% in principal amount of the outstanding debt securities of the series, specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the applicable indenture; |
• | failure to pay any indebtedness of NuStar Logistics for borrowed money or guarantee in excess of $25 million, whether at final maturity (after the expiration of any applicable grace periods) or upon acceleration of the maturity thereof, if such indebtedness is not discharged, or such acceleration is not annulled, within 10 days after written notice is given to NuStar Logistics by the Trustee or to NuStar Logistics and the Trustee by the holders of at least 25% in principal amount of the outstanding debt securities of the series, specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the applicable indenture; |
• | certain events of bankruptcy, insolvency or reorganization of NuStar Logistics; or |
• | any other Event of Default with respect to debt securities of that series included in such indenture or supplemental indenture. |
• | to issue, register the transfer of or exchange debt securities of a series either during a period beginning 15 business days prior to the selection of debt securities of that series for redemption and ending on the close of business on the day of mailing of the relevant notice of redemption; or |
• | to register the transfer of or exchange any debt security, or portion of any debt security, called for redemption, except the unredeemed portion of any debt security NuStar Logistics is redeeming in part. |
• | a limited-purpose trust company organized under New York banking laws; |
• | a “banking organization” within the meaning of the New York banking laws; |
• | a member of the Federal Reserve System; |
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
• | a “clearing agency” registered under the Securities Exchange Act. |
• | hold securities for “participants;” and |
• | facilitate the computerized settlement of securities transactions among participants through computerized electronic book-entry changes in participants’ accounts, thereby eliminating the need for the physical movement of securities certificates. |
• | DTC notifies us that it is unwilling or unable to continue as depositary for the book-entry security or DTC ceases to be a clearing agency registered under the Exchange Act at a time when DTC is required to be so registered; |
• | we execute and deliver to the applicable registrar, transfer agent, trustee and/or depositary an order complying with the requirements of the certificate, the indenture or any deposit agreement that the book-entry security will be so exchangeable; or |
• | in the case of debt securities, an Event of Default with respect to the applicable series of debt securities has occurred and is continuing. |
• | a book-entry security may not be transferred except as a whole book-entry security by or among DTC, a nominee of DTC and/or a successor depository appointed by us; and |
• | DTC may not sell, assign or otherwise transfer any beneficial interest in a book-entry security unless the beneficial interest is in an amount equal to an authorized denomination for the securities evidenced by the book-entry security. |
(1) | none of NuStar Energy, NuStar Logistics or NuPOP has elected, nor will elect, to be treated as a corporation; and |
(2) | for each taxable year, more than 90% of NuStar Energy’s gross income has been and will be income of the type that Sidley Austin LLP has opined or will opine is “qualifying income” within the meaning of Section 7704(d) of the Code. |
• | interest on indebtedness properly allocable to property held for investment; |
• | our interest expense attributed to portfolio income; and |
• | the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income. |
• | the net amount of our items of income, gain, deduction and loss to the extent such items are included or allowed in the determination of taxable income for the year and are attributable to our conduct of a trade or business within the United States, excluding certain specified types of passive investment income (such as capital gains and dividends, which are taxed at a rate of 20%) and certain payments made to the unitholder for services rendered to us; and |
• | any gain recognized upon a disposition of common units to the extent such gain is attributable to Section 751 Assets, such as depreciation recapture and our “inventory items,” and is thus treated as ordinary income under Section 751 of the Code. |
• | a short sale; |
• | an offsetting notional principal contract; or |
• | a futures or forward contract; |
(1) | the name, address and taxpayer identification number of the beneficial owner and the nominee; |
(2) | a statement regarding whether the beneficial owner is: |
(3) | the amount and description of units held, acquired or transferred for the beneficial owner; and |
(4) | specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. |
• | whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws; |
• | whether, in making the investment, that Plan will satisfy the diversification requirements of Section 404(a)(l)(C) of ERISA and any other applicable Similar Laws; and |
• | whether the investment will result in recognition of unrelated business taxable income by the Plan and, if so, the potential after-tax investment return. Please read “Material U.S. Federal Income Tax Consequences—Tax-Exempt Organizations and Other Investors.” |
• | the equity interests acquired by employee benefit plans or other arrangements described above are “publicly offered securities,” as defined in the regulations (i.e., the equity interests are widely held by 100 or more investors independent of the issuer and each other, freely transferable and registered under some provisions of the federal securities laws); or |
• | the entity is an “operating company,” as defined in the regulations (i.e., it is primarily engaged in the production or sale of a product or service other than the investment of capital either directly or through a majority owned subsidiary or subsidiaries); or |
• | less than 25% of the value of each class of equity interest, disregarding any such interests held by our general partner, its affiliates, and some other persons, is held by the employee benefit plans referred to above, IRAs and other employee benefit plans or arrangements subject to ERISA or Section 4975 of the Code. |
Item 14. | Other Expenses of Issuance and Distribution. |
SEC Registration Fee | | | $ * |
Legal Fees and Expenses | | | $ ** |
Accountants’ Fees and Expenses | | | $ ** |
Transfer Agent and Registrar’s Fees and Expenses | | | $ ** |
Printing and Engraving Expenses | | | $ ** |
Miscellaneous | | | $ ** |
TOTAL | | | $ ** |
* | Deferred in accordance with Rule 456(b) under the Securities Act and calculated in accordance with the offering of securities under this registration statement pursuant to Rule 457(r) of the Securities Act. |
** | Because an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are therefore not currently determinable. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Exhibit Number | | | Description | | | Incorporated by Reference to the Following Document |
**1.01 | | | Form of Underwriting Agreement | | | |
4.01 | | | | | NuStar Energy L.P.’s Current Report on Form 8-K filed July 20, 2018 (File No. 001-16417), Exhibit 3.1 | |
4.02 | | | | | NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.9 | |
4.03 | | | | | NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2001 (File No. 001-16417), Exhibit 4.1 | |
4.04 | | | | | NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.10 | |
4.05 | | | | | Kaneb Pipe Line Operating Partnership, L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 333-44634), Exhibit 3.1 | |
4.06 | | | | | Kaneb Pipe Line Operating Partnership, L.P.’s Annual Report on Form 10-K for year ended December 31, 2003 (File No. 333-44634), Exhibit 3.2 | |
4.07 | | | | | NuStar Energy L.P.’s Current Report on Form 8-K filed July 15, 2002 (File No. 001-16417), Exhibit 4.1 | |
4.08 | | | | | NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2005 (File No. 001-16417), Exhibit 4.02 | |
4.09 | | | | | NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-16417), Exhibit 4.05 | |
4.10 | | | | | NuStar Energy L.P.’s Current Report on Form 8-K filed April 28, 2017 (File No. 001-16417), Exhibit 4.4 |
Exhibit Number | | | Description | | | Incorporated by Reference to the Following Document |
4.11 | | | | | NuStar Energy L.P.’s Current Report on Form 8-K filed May 22, 2019 (File No. 001-16417), Exhibit 4.3 | |
4.12 | | | | | NuStar Energy L.P.’s Current Report on Form 8-K filed September 14, 2020 (File No. 001-16417), Exhibit 4.3 | |
4.13 | | | | | NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.1 | |
4.14 | | | | | NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.2 | |
*5.01 | | | | | ||
*8.01 | | | | | ||
22.01 | | | | | NuStar Energy L.P.’s Annual Report on Form 10-K filed February 24, 2022 (File No. 001-16417), Exhibit 22.01 | |
*23.01 | | | | | ||
*23.02 | | | | | ||
*24.01 | | | | | ||
*25.01 | | | | | ||
*25.02 | | | | | ||
*107 | | | | |
* | Indicates exhibits filed herewith |
** | Indicates exhibits to be filed by amendment or as an exhibit to a Current Report on Form 8-K in connection with a specific offering |
Item 17. | Undertakings. |
(a) | The undersigned registrants hereby undertake: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such |
(i) | Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their respective securities provided by or on behalf of the undersigned registrants; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser. |
(b) | The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of a registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| | NUSTAR ENERGY L.P. | |||||||
| | | | | | ||||
| | By: | | | RIVERWALK LOGISTICS, L.P., | ||||
| | | | its general partner | |||||
| | | | | | ||||
| | By: | | | NUSTAR GP, LLC, | ||||
| | | | its general partner | |||||
| | | | | | ||||
| | By: | | | /s/ Bradley C. Barron | ||||
| | | | Name: | | | Bradley C. Barron | ||
| | | | Title: | | | President and Chief Executive Officer |
Signature | | | Title |
/s/ William E. Greehey | | | Chairman of the Board |
William E. Greehey | | | |
| | ||
/s/ Bradley C. Barron | | | President, Chief Executive Officer and Director(Principal Executive Officer) |
Bradley C. Barron | | ||
| | ||
/s/ Thomas R. Shoaf | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Thomas R. Shoaf | | ||
| | ||
/s/ Jorge A. del Alamo | | | Senior Vice President and Controller (Principal Accounting Officer) |
Jorge A. del Alamo | | ||
| | ||
/s/ J. Dan Bates | | | Director |
J. Dan Bates | | | |
| | ||
/s/ Jelynne LeBlanc Burley | | | Director |
Jelynne LeBlanc Burley | | | |
| |
Signature | | | Title |
/s/ William B. Burnett | | | Director |
William B. Burnett | | | |
| | ||
/s/ Ed A. Grier | | | Director |
Ed A. Grier | | | |
| | ||
/s/ Dan J. Hill | | | Director |
Dan J. Hill | | | |
| | ||
/s/ Robert J. Munch | | | Director |
Robert J. Munch | | | |
| | ||
/s/ W. Grady Rosier | | | Director |
W. Grady Rosier | | | |
| | ||
/s/ Martin Salinas, Jr. | | | Director |
Martin Salinas, Jr. | | |
| | NUSTAR LOGISTICS, L.P. | |||||||
| | | | | | ||||
| | By: | | | NUSTAR GP, INC., | ||||
| | | | its general partner | |||||
| | | | | | ||||
| | By: | | | /s/ Bradley C. Barron | ||||
| | | | Name: | | | Bradley C. Barron | ||
| | | | Title: | | | President and Chief Executive Officer |
Signature | | | Title |
| | ||
/s/ Bradley C. Barron | | | President, Chief Executive Officer and Director (Principal Executive Officer) |
Bradley C. Barron | | ||
| | ||
/s/ Thomas R. Shoaf | | | Executive Vice President, Chief Financial Officer and Director(Principal Financial Officer) |
Thomas R. Shoaf | | ||
| | ||
/s/ Jorge A. del Alamo | | | Senior Vice President and Controller (Principal Accounting Officer) |
Jorge A. del Alamo | | ||
| | ||
| |
| | NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | | |||||||||
| | | | | | | ||||||
| | By: | | | NUSTAR PIPELINE COMPANY, LLC, | |||||||
| | | | its general partner | | |||||||
| | | | | | | ||||||
| | By: | | | /s/ Bradley C. Barron | | ||||||
| | | | Name: | | | Bradley C. Barron | | ||||
| | | | Title: | | | President and Chief Executive Officer | |
Signature | | | Title |
/s/ Bradley C. Barron | | | President, Chief Executive Officer and Director (Principal Executive Officer) |
Bradley C. Barron | | ||
| | ||
/s/ Thomas R. Shoaf | | | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) |
Thomas R. Shoaf | | ||
| | ||
/s/ Jorge A. del Alamo | | | Senior Vice President and Controller (Principal Accounting Officer) |
Jorge A. del Alamo | |
Exhibit 5.01
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Sidley Austin LLP 1000 Louisiana Street Suite 5900 Houston, TX 77002 +1 713 495 4500 +1 713 495 7799 Fax
AMERICA ● ASIA PACIFIC ● EUROPE |
May 13, 2022
NuStar Energy L.P.
19003 IH-10 West
San Antonio, Texas 78257
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the “Registration Statement”) being filed by NuStar Energy L.P., a Delaware limited partnership (the “Partnership”), NuStar Logistics, L.P., a Delaware limited partnership (“NuStar Logistics”), and NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership (“NuPOP”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an unlimited amount of:
(i) common units representing limited partner interests in the Partnership (“Common Units”);
(ii) preferred units representing limited partner interests in the Partnership (“Preferred Units”);
(iii) debt securities of NuStar Logistics (the “Debt Securities”), which may be unsecured senior debt securities (the “Senior Debt Securities”) and/or unsecured subordinated debt securities (the “Subordinated Debt Securities”); and
(iv) guarantees of the Partnership and NuPOP with respect to the Debt Securities (the “Guarantees”).
The Common Units, the Preferred Units, the Debt Securities and the Guarantees are collectively referred to herein as the “Securities.”
Unless otherwise specified in the applicable prospectus supplement, the Senior Debt Securities will be issued under the indenture, dated as of July 15, 2002 (as amended by the Third Supplemental Indenture thereto, dated as of July 1, 2005, the “Senior Indenture”) among NuStar Logistics, the Partnership, NuPOP and Wells Fargo Bank, National Association (as successor trustee, the “Trustee”) and the Subordinated Debt Securities will be issued under the indenture, dated as of January 22, 2013 (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), among NuStar Logistics, the Partnership, NuPOP and the Trustee.
Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
May 13, 2022
Page 2
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined: (i) the Registration Statement and the exhibits thereto; (ii) the Certificate of Limited Partnership of the Partnership, as amended to the date hereof (the “Certificate of Limited Partnership”); (iii) the Eighth Amended and Restated Agreement of Limited Partnership of the Partnership (together with the Certificate of Limited Partnership, the “Partnership Organizational Documents”); (iv) the Certificate of Limited Partnership of Riverwalk Logistics, L.P., a Delaware limited partnership and the general partner of the Partnership (the “General Partner”), as amended to the date hereof; (v) the First Amended and Restated Limited Partnership Agreement of the General Partner; (vi) the Certificate of Formation of NuStar GP, LLC, a Delaware limited liability company and the general partner of the General Partner (“NuStar GP”), as amended to the date hereof; (vii) the Second Amended and Restated Limited Liability Company Agreement of NuStar GP; (viii) the Certificate of Limited Partnership of NuStar Logistics, as amended to the date hereof (the “NuStar Logistics Certificate of Limited Partnership”); (ix) the Second Amended and Restated Agreement of Limited Partnership of NuStar Logistics, as amended to the date hereof (together with the NuStar Logistics Certificate of Limited Partnership, the “NuStar Logistics Organizational Documents”); (x) the Certificate of Incorporation of NuStar GP, Inc., a Delaware corporation and the general partner of NuStar Logistics (“GP Inc.”), as amended to the date hereof; (xi) the Bylaws of GP Inc.; (xii) the Certificate of Limited Partnership of NuPOP, as amended to the date hereof (the “NuPOP Certificate of Limited Partnership”); (xiii) the Amended and Restated Agreement of Limited Partnership of NuPOP, as amended to the date hereof (together with the NuPOP Certificate of Limited Partnership, the “NuPOP Organizational Documents”); (xiv) the Certificate of Formation of NuStar Pipeline Company, LLC, a Delaware limited liability company and the general partner of NuPOP (“NuStar Pipeline” and, together with the Partnership, NuStar Logistics, NuPOP, the General Partner, NuStar GP and GP Inc., the “NuStar Entities”), as amended to the date hereof; (xv) the Limited Liability Company Agreement of NuStar Pipeline, as amended to the date hereof; and (xvi) the resolutions (the “Resolutions”) adopted by each of the board of directors of NuStar GP (the “Partnership Board”) and the board of directors of GP Inc. (the “NuStar Logistics Board”) relating to the Registration Statement. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the NuStar Entities and others, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the NuStar Entities.
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that:
May 13, 2022
Page 3
1. With respect to an offering of Common Units covered by the Registration Statement, such Common Units will be duly authorized, validly issued and purchasers of such Common Units will have no obligation, solely by reason of their ownership of such Common Units, to make any contributions to the Partnership or any further payments for their purchase of such Common Units and will have no personal liability, solely by reason of their ownership of such Common Units, to creditors of the Partnership for any of its debts, liabilities or other obligations when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to the sale of such Common Units shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Partnership Board or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Partnership Organizational Documents and the Resolutions authorizing the issuance and sale of such Common Units; and (iv) certificates representing such Common Units shall have been duly executed, countersigned and registered and duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the agreed consideration therefor or, if any such Common Units are to be issued in uncertificated form, the Partnership’s books shall reflect the issuance of such Common Units in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the agreed consideration therefor.
2. With respect to an offering of Preferred Units covered by the Registration Statement, such Preferred Units will be duly authorized, validly issued and purchasers of such Preferred Units will have no obligation, solely by reason of their ownership of such Preferred Units, to make any contributions to the Partnership or any further payments for their purchase of such Preferred Units and will have no personal liability, solely by reason of their ownership of such Preferred Units, to creditors of the Partnership for any of its debts, liabilities or other obligations when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to the sale of such Preferred Units shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Partnership Board or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Partnership Organizational Documents establishing the designations, preferences, rights, qualifications, limitations or restrictions of such Preferred Units and the Resolutions authorizing the issuance and sale of such Preferred Units; and (iv) certificates representing such Preferred Units shall have been duly executed, countersigned and registered and duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the agreed consideration therefor or, if any such Preferred Units are to be issued in uncertificated form, the Partnership’s books shall reflect the issuance of such Preferred Units in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the agreed consideration therefor.
3. The Debt Securities of each series covered by the Registration Statement will constitute valid and binding obligations of NuStar Logistics when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to such series of Debt Securities shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) all necessary limited partnership action shall have been taken by NuStar Logistics to authorize the form, terms, execution, delivery, performance, issuance and sale of such series of Debt Securities as contemplated by the Registration Statement, the prospectus supplement relating to such Debt Securities and the applicable Indenture and to authorize the execution, delivery and performance of a supplemental indenture or officers’ certificate establishing the form and terms of such series of Debt Securities as contemplated by such Indenture; (iv) a supplemental indenture or officers’ certificate establishing the form and terms of such series of Debt Securities shall have been duly executed and delivered by NuStar Logistics and the Trustee (in the case of such a supplemental indenture) or by duly authorized officers of GP Inc. (in the case of such an officers’ certificate), in each case in accordance with the provisions of the NuStar Logistics Organizational Documents, final resolutions of the NuStar Logistics Board or a duly authorized committee thereof and the applicable Indenture; and (v) the certificates evidencing the Debt Securities of such series shall have been duly executed and delivered by GP Inc., authenticated by the Trustee and issued, all in accordance with the NuStar Logistics Organizational Documents, final resolutions of the NuStar Logistics Board or a duly authorized committee thereof, the applicable Indenture and the supplemental indenture or officers’ certificate, as the case may be, establishing the form and terms of the Debt Securities of such series, and shall have been duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement to the purchasers thereof against payment of the agreed consideration therefor.
May 13, 2022
Page 4
4. The Guarantees will constitute a validly issued and binding obligation of the Partnership and/or NuPOP when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to the Guarantees shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Partnership Board or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Partnership Organizational Documents, the NuPOP Organizational Documents and the Resolutions authorizing the issuance of the Guarantees and (iv) the Debt Securities to which the Guarantees relate have been duly issued as set forth in paragraph 3 above.
Our opinions are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief. Our opinion is also subject to (i) provisions of law which may require that a judgment for money damages rendered by a court in the United States of America be expressed only in United States dollars, (ii) requirements that a claim with respect to any Debt Securities or other obligations that are denominated or payable other than in United States dollars (or a judgment denominated or payable other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (iii) governmental authority to limit, delay or prohibit the making of payments outside of the United States of America or in a foreign currency.
May 13, 2022
Page 5
For the purposes of this letter, we have assumed that, at the time of the issuance, sale and delivery of any of the Securities:
(a) the Securities being offered will be issued and sold as contemplated in the Registration Statement and the prospectus supplement relating thereto;
(b) the execution, delivery and performance by NuStar Logistics of such Debt Securities, the applicable Indenture, and the issuance sale and delivery of the Debt Securities will not (i) contravene or violate the NuStar Logistics Organizational Documents, (ii) violate any law, rule or regulation applicable to NuStar Logistics, (iii) result in a default under or breach of any agreement or instrument binding upon NuStar Logistics or any order, judgment or decree of any court or governmental authority applicable to NuStar Logistics or (iv) require any authorization, approval or other action by, or notice to or filing with, any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect);
(c) the authorization thereof by the applicable NuStar Entity, as the case may be, will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, legally binding character or enforceability thereof; and
(d) the Partnership Organizational Documents, the NuStar Logistics Organizational Documents and the NuPOP Organizational Documents, each as currently in effect, will not have been modified or amended and will be in full force and effect.
We have further assumed that the Senior Indenture, each indenture supplement to the Senior Indenture, the Subordinated Indenture and each supplement to the Subordinated Indenture, will be governed by the laws of the State of New York.
With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “Instrument”), we have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument; (ii) such Instrument has been duly authorized, executed and delivered by each party thereto; and (iii) such Instrument was at all relevant times and is a valid, binding and enforceable agreement or obligation, as the case may be, of, each party thereto.
We have also assumed that no event has occurred or will occur that would cause the release of the Guarantees by the Partnership or NuPOP under the terms of the applicable Indenture.
This opinion letter is limited to the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act, the General Corporation Law of the State of Delaware and the laws of the State of New York (excluding the securities laws of the State of New York). We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
May 13, 2022
Page 6
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | |
/s/ Sidley Austin LLP |
Exhibit 8.01
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Sidley Austin LLP 1000 Louisiana Street Suite 6000 Houston, TX 77002 +1 713 495 4500 +1 713 495 7799 Fax
AMERICA ● ASIA PACIFIC ● EUROPE |
May 13, 2022
NuStar Energy, L.P.
19003 IH-10 West
San Antonio, Texas 78257
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special tax counsel to NuStar Energy, L.P., a Delaware limited partnership (the “Partnership”), in connection with the registration statement on Form S-3 (the “Registration Statement”), being filed by the Partnership with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of common and preferred units representing limited partner interests in the Partnership and debt securities of NuStar Logistics, L.P., a Delaware limited partnership, that may be offered and sold from time to time pursuant to Rule 415 under the Securities Act.
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made to us by the Partnership as to factual matters through an officer’s certificate (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth in the Registration Statement and the Partnership’s responses to our examinations and inquiries.
In our capacity as special tax counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.
We are opining herein as to the effect on the subject transactions only of the federal income tax laws of the United States and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. No opinion is expressed as to any matter not discussed herein.
Based on such facts, assumptions and representations and subject to the limitations set forth herein and in the Registration Statement and the Officer’s Certificate, the statements in the Registration Statement under the heading “Material U.S. Federal Income Tax Consequences” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute the opinion of Sidley Austin LLP as to the material United States federal income tax consequences of the matters described therein.
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
This opinion is rendered to you as of the date hereof, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement and the Officer’s Certificate, may affect the conclusions stated herein.
This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement. This opinion may not be relied upon by you for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent, except that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the incorporation by reference of this opinion to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the SEC promulgated thereunder.
Very truly yours, | |
/s/ Sidley Austin LLP |
Exhibit 23.01
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 24, 2022, with respect to the consolidated financial statements of NuStar Energy L.P., and the effectiveness of internal control over financial reporting, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
San Antonio, Texas
May 13, 2022
Exhibit 25.01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]
Computershare Trust Company, National Association
(Exact name of trustee as specified in its charter)
National Banking Association (Jurisdiction of incorporation of organization if not a U.S. national bank) |
04-3401714 (I.R.S. Employer Identification Number) |
150 Royall Street, Canton, MA (Address of principal executive offices) |
02021 (Zip Code) |
Computershare Trust Company, National Association
Attn: Legal Department
150 Royall Street
Canton, MA 02021
(781) 575-3538
(Name, address and telephone number of agent for service)
NuStar Energy L.P.
(and the subsidiaries identified in footnote (*) below)
(Exact name of registrant as specified in its charter)
Delaware | 74-2956831 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
19003 IH-10 West San Antonio, Texas 78257 (210) 918-2000 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
Senior Debt Securities
(Title of the indenture securities)
* Each of the following is a co-registrant that may issue some or all of the securities:
NUSTAR LOGISTICS, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 74-2958817 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
NUSTAR PIPELINE OPERATING PARTNERSHIP L.P.
(Exact name of registrant as specified in its charter)
Delaware | 75-2287683 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Item 1. | General Information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
340 Madison Avenue, 4th Floor
New York, NY 10017-2613
(b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2. | Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation. |
None.
Item 16. | List of exhibits. List below all exhibits filed as a part of this statement of eligibility. |
1. A copy of the articles of association of the trustee as now in effect.*
2. A copy of the certificate of authority of the trustee to commence business.**
3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.**
4. A copy of the existing bylaws of the trustee as now in effect.*
6. The consent of the Trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 7.3 to the Filing F-9 dated February 3, 2012 of The Bank of Nova Scotia, file number 333-179383.
** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Filing S-3ASR dated December 22, 2021 of The Wendy’s Company, file number 333-261843.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 4th day of May, 2022.
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION |
||
By: | /s/ Patrick Giordano | |
Vice President |
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION |
||
By: | /s/ Patrick Giordano | |
Vice President | ||
May 4, 2022 |
EXHIBIT 7
Consolidated Report of Condition of
Computershare TRUST COMPANY, NATIONAL ASSOCIATION
150 Royall Street, Canton, MA 02021
at the close of business December 31, 2021.
ASSETS |
Dollar Amounts In Thousands | |
Cash and balances due from depository institutions: | ||
Noninterest-bearing balances and currency and coin | -0- | |
Interest-bearing balances | -0- | |
Securities: | ||
Held-to-maturity securities | -0- | |
Available-for-sale securities | 224,842 | |
Federal funds sold and securities purchased under agreements to resell: | ||
Federal funds sold in domestic offices | -0- | |
Securities purchased under agreements to resell | -0- | |
Loans and lease financing receivables: | ||
Loans and leases held for sale | -0- | |
Loans and leases, net of unearned income | -0- | |
LESS: Allowance for loan and lease losses | -0- | |
Loans and leases, net of unearned income and allowance | -0- | |
Trading assets | -0- | |
Premises and fixed assets (including capitalized leases) | 25,436 | |
Other real estate owned | -0- | |
Investments in unconsolidated subsidiaries and associated companies | -0- | |
Direct and indirect investments in real estate ventures | -0- | |
Intangible assets: | ||
Goodwill | 738,825 | |
Other intangible assets | -0- | |
Other assets | 52,684 | |
Total assets | 1,041,787 | |
LIABILITIES | ||
Deposits: | ||
In domestic offices | -0- | |
Noninterest-bearing | -0- | |
Interest-bearing | -0- | |
Federal funds purchased and securities sold under agreements to repurchase: | ||
Federal funds purchased in domestic offices | -0- | |
Securities sold under agreements to repurchase | -0- | |
Trading liabilities | -0- | |
Other borrowed money: | ||
(includes mortgage indebtedness and obligations under capitalized leases) | -0- | |
Not applicable | ||
Not applicable | ||
Subordinated notes and debentures | -0- | |
Other liabilities | 178,811 | |
Total liabilities | 178,811 | |
EQUITY CAPITAL | ||
Perpetual preferred stock and related surplus | 0 | |
Common stock | 500 | |
Surplus (exclude all surplus related to preferred stock) | 827,224 | |
Retained earnings | 35,252 | |
Accumulated other comprehensive income | -0- | |
Other equity capital components | -0- | |
Total bank equity capital | 862,976 | |
Noncontrolling (minority) interests in consolidated subsidiaries | -0- | |
Total equity capital | 862,976 | |
Total liabilities and equity capital | 1,041,787 |
I, Robert G. Marshall, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Robert G. Marshall
Robert G. Marshall
Assistant Controller
Exhibit 25.02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]
Computershare Trust Company, National Association
(Exact name of trustee as specified in its charter)
National Banking Association (Jurisdiction of incorporation of organization if not a U.S. national bank) |
04-3401714 (I.R.S. Employer Identification Number) |
150 Royall Street, Canton, MA (Address of principal executive offices) |
02021 (Zip Code) |
Computershare Trust Company, National Association
Attn: Legal Department
150 Royall Street
Canton, MA 02021
(781) 575-3538
(Name, address and telephone number of agent for service)
NuStar Energy L.P.
(and the subsidiaries identified in footnote (*) below)
(Exact name of registrant as specified in its charter)
Delaware | 74-2956831 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
19003 IH-10 West San Antonio, Texas 78257 (210) 918-2000 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
Subordinated Debt Securities
(Title of the indenture securities)
* Each of the following is a co-registrant that may issue some or all of the securities:
NUSTAR LOGISTICS, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 74-2958817 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
NUSTAR PIPELINE OPERATING PARTNERSHIP L.P.
(Exact name of registrant as specified in its charter)
Delaware | 75-2287683 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Item 1. | General Information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
340 Madison Avenue, 4th Floor
New York, NY 10017-2613
(b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2. | Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation. |
None.
Item 16. | List of exhibits. List below all exhibits filed as a part of this statement of eligibility. |
1. A copy of the articles of association of the trustee as now in effect.*
2. A copy of the certificate of authority of the trustee to commence business.**
3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.**
4. A copy of the existing bylaws of the trustee as now in effect.*
6. The consent of the Trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 7.3 to the Filing F-9 dated February 3, 2012 of The Bank of Nova Scotia, file number 333-179383.
** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Filing S-3ASR dated December 22, 2021 of The Wendy’s Company, file number 333-261843.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 4th day of May, 2022.
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION |
||
By: | /s/ Patrick Giordano | |
Vice President |
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION |
||
By: | /s/ Patrick Giordano | |
Vice President | ||
May 4, 2022 |
EXHIBIT 7
Consolidated Report of Condition of
Computershare TRUST COMPANY, NATIONAL ASSOCIATION
150 Royall Street, Canton, MA 02021
at the close of business December 31, 2021.
ASSETS |
Dollar Amounts In Thousands | |
Cash and balances due from depository institutions: | ||
Noninterest-bearing balances and currency and coin | -0- | |
Interest-bearing balances | -0- | |
Securities: | ||
Held-to-maturity securities | -0- | |
Available-for-sale securities | 224,842 | |
Federal funds sold and securities purchased under agreements to resell: | ||
Federal funds sold in domestic offices | -0- | |
Securities purchased under agreements to resell | -0- | |
Loans and lease financing receivables: | ||
Loans and leases held for sale | -0- | |
Loans and leases, net of unearned income | -0- | |
LESS: Allowance for loan and lease losses | -0- | |
Loans and leases, net of unearned income and allowance | -0- | |
Trading assets | -0- | |
Premises and fixed assets (including capitalized leases) | 25,436 | |
Other real estate owned | -0- | |
Investments in unconsolidated subsidiaries and associated companies | -0- | |
Direct and indirect investments in real estate ventures | -0- | |
Intangible assets: | ||
Goodwill | 738,825 | |
Other intangible assets | -0- | |
Other assets | 52,684 | |
Total assets | 1,041,787 | |
LIABILITIES | ||
Deposits: | ||
In domestic offices | -0- | |
Noninterest-bearing | -0- | |
Interest-bearing | -0- | |
Federal funds purchased and securities sold under agreements to repurchase: | ||
Federal funds purchased in domestic offices | -0- | |
Securities sold under agreements to repurchase | -0- | |
Trading liabilities | -0- | |
Other borrowed money: | ||
(includes mortgage indebtedness and obligations under capitalized leases) | -0- | |
Not applicable | ||
Not applicable | ||
Subordinated notes and debentures | -0- | |
Other liabilities | 178,811 | |
Total liabilities | 178,811 | |
EQUITY CAPITAL | ||
Perpetual preferred stock and related surplus | 0 | |
Common stock | 500 | |
Surplus (exclude all surplus related to preferred stock) | 827,224 | |
Retained earnings | 35,252 | |
Accumulated other comprehensive income | -0- | |
Other equity capital components | -0- | |
Total bank equity capital | 862,976 | |
Noncontrolling (minority) interests in consolidated subsidiaries | -0- | |
Total equity capital | 862,976 | |
Total liabilities and equity capital | 1,041,787 |
I, Robert G. Marshall, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Robert G. Marshall
Robert G. Marshall
Assistant Controller
Security
Type
|
Security
Class
Title
|
Fee
Calculation
or Carry
Forward
Rule
|
Amount
Registered
|
Proposed
Maximum
Offering
Price Per
Unit
|
Maximum
Aggregate
Offering
Price
|
Fee
Rate
|
Amount of
Registration
Fee
|
Carry
Forward
Form
Type
|
Carry
Forward
File
Number
|
Carry
Forward
Initial
effective
date
|
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
|
|
Newly Registered Securities
|
||||||||||||
Fees to Be
Paid
|
Equity
|
Common units representing
limited partner interests(2)
|
Rule 456(b)
and
Rule 457(r)(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
||||
Equity
|
Preferred units representing
limited partner interests(3)
|
Rule 456(b)
and
Rule 457(r)(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
|||||
Debt
|
Senior debt securities(4)
|
Rule 456(b)
and
Rule 457(r)(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
|||||
Debt
|
Subordinated debt securities(4)
|
Rule 456(b)
and
Rule 457(r)(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
|||||
Debt
|
Guarantees of debt securities(5)
|
Rule 456(b)
and
Rule 457(r)(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
|||||
Fees
Previously
Paid
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
Carry Forward Securities
|
||||||||||||
Carry
Forward
Securities
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||
Total Offering Amounts
|
N/A
|
|||||||||||
Total Fees Previously Paid
|
N/A
|
|||||||||||
Total Fee Offsets
|
N/A
|
|||||||||||
Net Fee Due
|
N/A
|
(1)
|
An unspecified aggregate initial offering price or principal amount or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices, or upon conversion, exchange or
exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable for, such securities. Separate consideration may or may not be received for securities
that are issuable on exercise, conversion or exchange of other securities. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In accordance with Rules 456(b) and 457(r)
under the Securities Act of 1933, as amended, the registrants are deferring payment of all of the registration fee.
|
(2) |
An unspecified amount of common units representing limited partner interests as may be sold from time to time by NuStar Energy L.P. is being registered hereunder.
|
(3) |
An unspecified amount of preferred units representing limited partner interests as may be sold from time to time by NuStar Energy L.P. is being registered hereunder.
|
(4) |
An unspecified amount of senior debt securities and subordinated debt securities as may be sold from time to time by NuStar Logistics, L.P. is being registered hereunder.
|
(5) |
NuStar Energy L.P. and NuStar Pipeline Operating Partnership L.P. have agreed to guarantee the obligations of NuStar Logistics, L.P. under any series of senior debt securities or subordinated debt securities issued under this
Registration Statement. No separate consideration will be paid in respect of any such guarantees issued under this Registration Statement. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee is payable with
respect of any guarantees of the debt securities.
|
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