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): May 4, 2017
NuStar Energy L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16417 | 74-2956831 | ||
| (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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 11, 2017, NuStar Logistics, L.P. (“Logistics”), a wholly-owned subsidiary of NuStar Energy L.P. (the “Partnership”), and the Partnership entered into a Membership Interest Purchase and Sale Agreement (the “Acquisition Agreement”) with FR Navigator Holdings LLC, pursuant to which Logistics agreed to acquire (the “Acquisition”) all of the issued and outstanding limited liability company interests in Navigator Energy Services, LLC (“Navigator”). Navigator owns and operates crude oil transportation, pipeline gathering and storage assets located in the Midland Basin of West Texas.
The Acquisition closed on May 4, 2017. The aggregate purchase price for the Acquisition was approximately $1.475 billion. The transaction was financed through a combination of the net proceeds received by the Partnership and Logistics from the Partnership’s recently closed common and preferred unit offerings and Logistics’ recently closed senior notes offering.
The Acquisition Agreement is incorporated by reference as Exhibit 2.1 hereto.
Item 7.01. Regulation FD Disclosure.
On May 4, 2017, the Partnership issued a press release announcing the closing of the Acquisition. The press release related to this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Partnership will file by amendment to this Current Report on Form 8-K the financial statements required by this Item not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The Partnership will file by amendment to this Current Report on Form 8-K the pro forma financial information required by this Item not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 2.1*+ | Membership Interest Purchase and Sale Agreement, dated April 11, 2017, by and between NuStar Logistics, L.P., NuStar Energy L.P. and FR Navigator Holdings LLC (incorporated by reference herein to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed April 11, 2017 (File No. 001-16417)) | |
| 99.1 | Press Release of NuStar Energy L.P., dated May 4, 2017 | |
| + | Incorporated by reference. |
| * | Schedules and similar attachments to the Membership Interest Purchase and Sale Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the Commission upon request. |
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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 ENERGY L.P. | ||||||||||
| By: | Riverwalk Logistics, L.P. | |||||||||
| its general partner | ||||||||||
| By: | NuStar GP, LLC | |||||||||
| its general partner | ||||||||||
| Date: May 4, 2017 | 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
| (d) | Exhibits |
| Exhibit |
Description | |
| 2.1*+ | Membership Interest Purchase and Sale Agreement, dated April 11, 2017, by and between NuStar Logistics, L.P., NuStar Energy L.P. and FR Navigator Holdings LLC (incorporated by reference herein to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed April 11, 2017 (File No. 001-16417)) | |
| 99.1 | Press Release of NuStar Energy L.P., dated May 4, 2017 | |
| + | Incorporated by reference. |
| * | Schedules and similar attachments to the Membership Interest Purchase and Sale Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the Commission upon request. |
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Exhibit 99.1
NUSTAR CLOSES ON ACQUISITION OF NAVIGATOR ENERGY SERVICES, LLC
NuStar Completes Purchase of Leading Crude Oil Gathering,
Transportation and Storage Assets in the Permian Basin
SAN ANTONIO, May 4, 2017 – NuStar Energy L.P. (NYSE: NS) today announced that it has closed on the purchase of Navigator Energy Services, LLC for approximately $1.475 billion. With the purchase, NuStar now owns and operates crude oil transportation, pipeline gathering and storage assets located in the Midland Basin of West Texas consisting of:
| • | more than 500 miles of crude oil gathering and transportation pipelines with approximately 92,000 barrels per day, ship-or-pay volume commitments and deliverability of approximately 412,000 barrels per day; |
| • | a pipeline gathering system with more than 200 connected producer tank batteries capable of more than 400,000 barrels per day of pumping capacity covering over 500,000 dedicated acres with fixed fee contracts; and |
| • | approximately 1 million barrels of crude oil storage capacity with 440,000 barrels contracted to third parties. |
“We believe these are the right assets, in the right place, at the right time for NuStar,” said NuStar President and CEO Bradley C. Barron. “The assets are strategically located in the core of the core of the country’s most prolific basin, are well-built and well-run, are backed by solid, fee-based customer contracts, and are run on a business model and approach that falls right in our wheelhouse. They also provide us with a strong growth platform that, when coupled with our Eagle Ford system, will solidify our presence in two of the most prolific basins in the United States, which better positions us for distribution growth in the future.
“We were very pleased with the market reception to our acquisition financing, with strong demand for the equity and our bond offering significantly oversubscribed,” noted Barron. “In addition, we feel fortunate to bring aboard an experienced and outstanding workforce at our new facilities, and we are working with them to quickly integrate the operations into our system.”
About NuStar Energy
NuStar Energy L.P., a publicly traded master limited partnership based in San Antonio, is one of the largest independent liquids terminal and pipeline operators in the nation. NuStar currently has more than 9,200 miles of pipeline and 81 terminal and storage facilities that store and distribute crude oil, refined products and specialty liquids. The partnership’s combined system has more than 96 million barrels of storage capacity, and NuStar has operations in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, and the United Kingdom. For more information, visit NuStar Energy L.P.’s website at www.nustarenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking statements regarding future events. All forward-looking statements are based on the Partnership’s beliefs as well as assumptions made by and information currently available to the Partnership. These statements reflect the Partnership’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.’s 2016 annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Actual results may differ materially from those described in the forward-looking statements.