NuStar Energy Announces Initial Closing of Private Placement of Series D Cumulative Convertible Preferred Units to EIG & Clos...
June 29 2018 - 4:20PM
Business Wire
NuStar Energy L.P. (NYSE: NS) (the “Partnership”) today
announced the initial closing of the issuance of $400 million of
Series D Cumulative Convertible Preferred Units representing
limited partner interests in the Partnership (the “Preferred
Units”) to investment funds managed by EIG Management Company, LLC
and FS/EIG Advisor, LLC, the advisor to FS Energy & Power Fund.
The purchasers have agreed to purchase the remaining $190 million
of Preferred Units at a second closing, scheduled to occur on July
13, 2018. In addition, the Partnership has closed the issuance of
$10 million of common units representing limited partner interests
in the Partnership (“Common Units”) to William E. Greehey. The
aggregate net proceeds of approximately $566.8 million from the
sale of the Preferred Units and Common Units will be used for
general partnership purposes, including the repayment of debt and
the funding of growth capital expenditures.
The securities offered in the private placements have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
This press release is neither an offer to sell nor a
solicitation of an offer to purchase the securities described
herein.
About NuStar Energy L.P. and NuStar GP
Holdings, LLC (NYSE: NSH)
The Partnership is a publicly traded master limited partnership
based in San Antonio.
NSH is a publicly traded limited liability company that owns the
general partner interest, an approximate 11 percent common limited
partner interest and the incentive distribution rights in the
Partnership.
Important Information for Investors and
Unitholders
On February 7, 2018, the Partnership, Riverwalk Logistics, L.P.,
NuStar GP, LLC, Marshall Merger Sub LLC, a wholly owned subsidiary
of the Partnership (“Merger Sub”), Riverwalk Holdings, LLC and NSH
entered into an Agreement and Plan of Merger pursuant to which
Merger Sub will merge with and into NSH with NSH being the
surviving entity, such that the Partnership will be the sole member
of NSH following the merger. In connection with the proposed
merger, the Partnership has filed a registration statement
(Registration No. 333-223671), which includes its preliminary
prospectus, a preliminary proxy statement of NSH and other
materials, with the SEC. The registration statement was declared
effective by the SEC on June 15, 2018 and the definitive proxy
statement/prospectus has been mailed to NSH unitholders. INVESTORS
AND UNITHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PARTNERSHIP, NSH AND THE PROPOSED TRANSACTION. The information in
this communication is for informational purposes only and is
neither an offer to purchase, nor an offer to sell, subscribe for
or buy any securities or the solicitation of any vote or approval
in any jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law. Investors and unitholders may obtain a free
copy of the proxy statement/prospectus and other documents (when
available) containing important information about the Partnership
and NSH through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
the Partnership will be available free of charge on the
Partnership’s website at www.nustarenergy.com under the tab
“Investors” or by contacting the Partnership’s Investor Relations
at investorrelations@nustarenergy.com. Copies of the documents
filed with the SEC by NSH will be available free of charge on NSH’s
website at www.nustargpholdings.com under the tab “Investors” or by
contacting NSH’s investor relations at
investorrelations@nustarenergy.com.
The Partnership and its general partner, the directors and
certain of the executive officers of NuStar GP, LLC and NSH and its
directors and certain of its executive officers may be deemed to be
participants in the solicitation of proxies from the unitholders of
NSH in connection with the proposed merger. Information about the
directors and executive officers of NuStar GP, LLC is set forth in
the Partnership’s Annual Report on Form 10-K for the year ended
December 31, 2017 and subsequent statements of changes in
beneficial ownership on file with the SEC. Information about the
directors and executive officers of NSH is set forth in NSH’s
Annual Report on Form 10-K for the year ended December 31, 2017 and
subsequent statements of changes in beneficial ownership on file
with the SEC. These documents can be obtained free of charge from
the sources listed above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other
relevant materials filed or to be filed with the SEC.
Forward-Looking
Statements
This press release includes “forward-looking statements” as
defined by the SEC. All statements, other than statements of
historical fact, included herein that address activities, events or
developments that the Partnership or NSH expects, believes or
anticipates will or may occur in the future, including the expected
second closing of the sale of the Preferred Units and anticipated
benefits and other aspects of the proposed merger, are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially, including the possibility that the merger will
not be completed prior to the August 8, 2018 outside termination
date, required approvals by unitholders and regulatory agencies,
the possibility that the anticipated benefits from the proposed
mergers cannot be fully realized, the possibility that costs or
difficulties related to integration of the two companies will be
greater than expected, the impact of competition and other risk
factors included in the reports filed with the SEC by the
Partnership or NSH. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates. Except as required by law, neither the Partnership
nor NSH intends to update or revise its forward-looking statements,
whether as a result of new information, future events or
otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180629005707/en/
NuStar Energy, L.P., San AntonioInvestors, Chris Russell,
Treasurer and Vice President Investor RelationsInvestor Relations:
210-918-3507orMedia, Mary Rose Brown, Executive Vice President and
Chief Administrative Officer,Corporate Communications:
210-918-2314website: http://www.nustarenergy.com
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