8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):July 25, 2014

NuStar GP Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-32940	85-0470977
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	19003 IH-10 West San Antonio, Texas 78257
	(Address of principal executive offices)
	(210) 918-2000
	(Registrant’s telephone number, including area code)
	Not applicable
	(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results Of Operations And Financial Condition.

On July 25, 2014, NuStar GP Holdings, LLC, a Delaware limited liability company, issued a press release announcing financial results for the quarter ended June 30, 2014. A copy of the press release announcing the financial results is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

The information in this report is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in this report, including the press release, will not be incorporated by reference into any registration statement filed by NuStar GP Holdings, LLC under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

NON-GAAP FINANCIAL MEASURES

The press release announcing the earnings discloses certain financial measures, distributable cash flow (DCF), and DCF per unit, that are non-GAAP financial measures as defined under SEC rules. The press release furnishes a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are widely accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the ability to make a minimum quarterly distribution. Neither DCF nor DCF per unit is intended to represent cash flows from operations for the period, nor are they presented as an alternative to net income. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with U.S. generally accepted accounting principles

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number	EXHIBIT
Exhibit 99.1	Press Release dated July 25, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NuStar GP Holdings, LLC
Date: July 25, 2014	By:	/s/ Amy L. Perry
	Name:	Amy L. Perry
	Title:	Senior Vice President, General Counsel - Corporate & Commercial Law and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	EXHIBIT
Exhibit 99.1	Press Release dated July 25, 2014.

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EX-99.01

Exhibit 99.1

NuStar GP Holdings, LLC Reports Increased EPU in the Second Quarter of 2014

SAN ANTONIO, July 25, 2014 - NuStar GP Holdings, LLC (NYSE: NSH) today announced that net income for the second quarter of 2014 was $15.8 million, or $0.37 per unit, compared to $12.6 million, or $0.29 per unit, for the second quarter of 2013. Second quarter 2014 distributable cash flow available to unitholders was $22.8 million, or $0.54 per unit, compared to $23.2 million, or $0.54 per unit, for the second quarter of 2013.

With respect to the quarterly distribution to unitholders for the second quarter of 2014, NuStar GP Holdings, LLC announced that its board of directors has declared a distribution of $0.545 per unit. The second quarter 2014 distribution will be paid on August 14, 2014, to holders of record as of August 6, 2014.

“NuStar GP Holdings, LLC benefitted from NuStar Energy L.P.’s strong second quarter results and remains well positioned given NuStar Energy L.P.’s strategic re-direction,” said Brad Barron, President and Chief Executive Officer of NuStar Energy L.P. and NuStar GP Holdings, LLC.

A conference call with management is scheduled for 10:00 a.m. ET (9:00 a.m. CT) today, July 25, 2014, to discuss the financial results for the second quarter of 2014. Investors interested in listening to the presentation may call 800/622-7620, passcode 63499232. International callers may access the presentation by dialing 706/645-0327, passcode 63499232. The company intends to have a playback available following the presentation, which may be accessed by calling 800/585-8367, passcode 63499232. International callers may access the playback by calling 404/537-3406, passcode 63499232.

Investors interested in listening to the live presentation or a replay via the internet may access the presentation directly by clicking here or by logging on to NuStar GP Holdings, LLC’s Web site at www.nustargpholdings.com.

NuStar GP Holdings, LLC is a publicly traded limited liability company that owns the two percent general partner interest, a 12.9 percent limited partner interest and the incentive distribution rights in NuStar Energy L.P., one of the largest independent liquids terminal and pipeline operators in the nation. NuStar has operations in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, the United Kingdom and Turkey. For more information, visit NuStar GP Holdings, LLC’s Web site at www.nustargpholdings.com.

This release serves as qualified notice to nominees under Treasury Regulation Sections 1.1446-4(b)(4) and (d). Please note that 100% of NuStar’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of NuStar’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals and corporations, as applicable. Nominees, and not NuStar, are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements regarding future events. All forward-looking statements are based on the company’s beliefs as well as assumptions made by and information currently available to the company. These statements reflect the company’s current views with respect to future events and are subject to various risks, uncertainties and assumptions. These risks, uncertainties and assumptions are discussed in NuStar Energy L.P. and NuStar GP Holdings, LLC’s 2013 annual reports on Form 10-K and subsequent filings with the Securities and Exchange Commission.

-30-

NuStar GP Holdings, LLC

Condensed Financial Information

(Unaudited, Thousands of Dollars, Except Unit and Per Unit Data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Statement of Income Data:
Equity in earnings of NuStar Energy L.P.	$	16,739		$	13,417		$	31,129		$	25,561
General and administrative expenses	(880		)	(618		)	(1,752		)	(1,418		)
Other income, net	196			18			213			99
Interest expense, net	(231		)	(170		)	(453		)	(343		)
Income before income tax (expense) benefit	15,824			12,647			29,137			23,899
Income tax (expense) benefit	(56		)	(88		)	277			(265		)
Net income	$	15,768		$	12,559		$	29,414		$	23,634
Basic and diluted net income per unit	$	0.37		$	0.29		$	0.69		$	0.55
Equity in Earnings of NuStar Energy L.P.:
General partner interest	$	894		$	446		$	1,473		$	722
General partner incentive distribution	10,805			10,805			21,610			21,610
General partner’s interest in earnings and incentive      distributions of NuStar Energy L.P.	11,699			11,251			23,083			22,332
Limited partner interest in earnings of NuStar Energy L.P.	5,761			2,887			9,488			4,671
Amortization of step-up in basis related to NuStar      Energy L.P.’s assets and liabilities	(721		)	(721		)	(1,442		)	(1,442		)
Equity in earnings of NuStar Energy L.P.	$	16,739		$	13,417		$	31,129		$	25,561
Distributable Cash Flow (Note 1):
Cash distributions from NuStar Energy L.P. associated with:
General partner interest	$	1,961		$	1,961		$	3,922		$	3,922
General partner incentive distribution	10,805			10,805			21,610			21,610
Limited partner interest – common units	11,223			11,272			22,434			22,552
Total cash distributions expected from NuStar Energy L.P.	23,989			24,038			47,966			48,084
Deduct expenses of NuStar GP Holdings, LLC:
General and administrative expenses	(880		)	(618		)	(1,752		)	(1,418		)
Income tax (expense) benefit	(56		)	(88		)	277			(265		)
Interest expense, net	(231		)	(170		)	(453		)	(343		)
DCF	$	22,822		$	23,162		$	46,038		$	46,058
Weighted average number of common units outstanding	42,658,178			42,618,376			42,657,235			42,612,057
DCF per unit (Note 1)	$	0.54		$	0.54		$	1.08		$	1.08
Cash distributions to be paid to the unitholders of      NuStar GP Holdings, LLC:
Distribution per unit	$	0.545		$	0.545		$	1.090		$	1.090
Total distribution	$	23,250		$	23,236		$	46,498		$	46,458

NuStar GP Holdings, LLC

Consolidated Financial Information - Continued

(Unaudited, Thousands of Dollars, Except Per Unit Data)

Notes:

(1) NuStar GP Holdings, LLC utilizes financial measures, distributable cash flow (DCF) and DCF per unit, which are not defined in U.S. generally accepted accounting principles. Management uses these financial measures because they are widely accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the ability to make a minimum quarterly distribution. DCF and DCF per unit are not intended to represent cash flows from operations for the period, nor are they presented as an alternative to net income. They should not be considered in isolation or as a substitute for a measure of performance in accordance with U.S. generally accepted accounting principles.

The following is a reconciliation of net income to DCF and net cash provided by operating activities:

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net income	$	15,768		$	12,559		$	29,414		$	23,634
Less equity in earnings of NuStar Energy L.P.	(16,739		)	(13,417		)	(31,129		)	(25,561		)
Plus cash distributions expected from NuStar Energy L.P.	23,989			24,038			47,966			48,084
Other income, net	(196		)	(18		)	(213		)	(99		)
DCF	22,822			23,162			46,038			46,058
Less cash distributions expected from NuStar Energy L.P.	(23,989		)	(24,038		)	(47,966		)	(48,084		)
Distributions of equity in earnings of NuStar Energy L.P.	16,739			13,417			31,129			25,561
Net effect of changes in operating accounts	1,223			(611		)	1,747			60
Net cash provided by operating activities	$	16,795		$	11,930		$	30,948		$	23,595