UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On May 3, 2024, NuStar Energy L.P., a Delaware limited partnership (“NuStar”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated January 22, 2024, by and among NuStar, Sunoco LP, a Delaware limited partnership (“Sunoco”), Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“Merger Sub”), Riverwalk Logistics, L.P., a Delaware limited partnership (“Riverwalk”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company and the sole general partner of Riverwalk and Sunoco GP LLC, a Delaware limited liability company and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “Merger”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco.
| Item 1.01 | Entry into a Material Definitive Agreement. |
NuStar Eleventh Supplemental Indenture
On May 31, 2024, in connection with the consummation of the Merger, NuStar, NuStar Logistics, L.P., a Delaware limited partnership (“NuStar Logistics”), NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership (“NuStar Operating”), as affiliate guarantor, Sunoco, as the ultimate parent guarantor, certain of Sunoco’s subsidiaries, as the guaranteeing subsidiaries, and Computershare Trust Company, N.A., as trustee, entered into an Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”), which amended and supplemented the Indenture, dated as of July 15, 2002 (the “Base Indenture”), as amended and supplemented by the Third Supplemental Indenture, dated as of July 1, 2005 (the “Third Supplemental Indenture”), by and among NuStar Logistics, NuStar, NuStar Operating and The Bank of New York Trust Company, N.A., as trustee, as further amended and supplemented by the Eighth Supplemental Indenture, dated as of April 28, 2017 (the “Eighth Supplemental Indenture”), by and among NuStar Logistics, NuStar, NuStar Operating and Wells Fargo Bank, National Association, as trustee, governing NuStar Logistics’ 5.625% Senior Notes due 2027 (the “2027 Notes”), as further amended and supplemented by the Ninth Supplemental Indenture, dated as of May 22, 2019 (the “Ninth Supplemental Indenture”), by and among NuStar Logistics, NuStar, NuStar Operating and Wells Fargo Bank, National Association, as trustee, governing NuStar Logistics’ 6.00% Senior Notes due 2026 (the “2026 Notes”), as further amended and supplemented by the Tenth Supplemental Indenture, dated as of September 14, 2020 (the “Tenth Supplemental Indenture”), by and among NuStar Logistics, NuStar, NuStar Operating and Wells Fargo Bank, National Association, as trustee, governing NuStar Logistics’ 6.750% Senior Notes due 2025 (the “2025 Notes”) and 6.375% Senior Notes due 2030 (the “2030 Notes” and, collectively with the 2027 Notes, the 2026 Notes and the 2025 Notes, the “NuStar Senior Notes”), to add Sunoco and certain of its subsidiaries as guarantors to fully and unconditionally guarantee each respective series of outstanding NuStar Senior Notes.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the (i) Base Indenture, which is filed as Exhibit 4.1 and incorporated in this Item 1.01 by reference, (ii) Third Supplemental Indenture, which is filed as Exhibit 4.2 and incorporated in this Item 1.01 by reference, (iii) Eighth Supplemental Indenture, which is filed as Exhibit 4.3 and incorporated in this Item 1.01 by reference, (iv) Ninth Supplemental Indenture, which is filed as Exhibit 4.4 and incorporated in this Item 1.01 by reference, (v) Tenth Supplemental Indenture, which is filed as Exhibit 4.5 and incorporated in this Item 1.01 by reference, and (vi) Eleventh Supplemental Indenture, which is filed as Exhibit 4.6 and incorporated in this Item 1.01 by reference.
Sunoco Supplemental Indentures
Also on May 31, 2024, in connection with the consummation of the Merger, Sunoco, Sunoco Finance Corp., a Delaware corporation (“Sunoco Finance Corp.” and, together with Sunoco, the “Sunoco Issuers”), certain of Sunoco’s subsidiaries and U.S. Bank National Association, as trustee (the “Sunoco Trustee”), entered into (i) a Supplemental Indenture (the “2018 Second Supplemental Indenture”), which amended and supplemented the Indenture, dated as of January 23, 2018 (as supplemented from time to time, the “2018 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’ 5.500% Senior Notes due 2026 and 5.875% Senior Notes due 2028, as amended and supplemented by the First Supplemental Indenture, dated as of January 24, 2019 (the “2018 First Supplemental Indenture”), (ii) a Supplemental Indenture (the “2019 Supplemental Indenture”), which amended and supplemented the Indenture, dated as of March 14, 2019 (the “2019 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’
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6.000% Senior Notes due 2027, (iii) a Supplemental Indenture (the “2020 Supplemental Indenture”), which amended and supplemented the Indenture, dated as of November 24, 2020 (the “2020 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’ 4.500% Senior Notes due 2029, (iv) a Supplemental Indenture (the “2021 Supplemental Indenture”), which amended and supplemented the Indenture, dated as of October 20, 2021 (the “2021 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’ 4.500% Senior Notes due 2030, (v) a Supplemental Indenture (the “2023 Supplemental Indenture”), which amended and supplemented the Indenture, dated as of September 20, 2023 (the “2023 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’ 7.000% Senior Notes due 2028, and (vi) a Supplemental Indenture (the “2024 Supplemental Indenture” and collectively with the 2018 Second Supplemental Indenture, 2019 Supplemental Indenture, 2020 Supplemental Indenture, 2021 Supplemental Indenture and 2023 Supplemental Indenture, the “Sunoco Supplemental Indentures”), which amended and supplemented the Indenture, dated as of April 30, 2024 (the “2024 Indenture”), among Sunoco, the guarantors party thereto and the Sunoco Trustee governing Sunoco’s 7.000% Senior Notes due 2029 and 7.250% Senior Notes due 2032, in each case, to add certain subsidiaries of Sunoco as guarantors to fully and unconditionally guarantee each respective series of outstanding Senior Notes.
The foregoing descriptions of the Sunoco Supplemental Indentures do not purport to be complete and are qualified in their entirety by reference to the full text of the (i) 2018 Indenture, which is filed as Exhibit 4.7 and incorporated in this Item 1.01 by reference, (ii) 2018 First Supplemental Indenture, which is filed as Exhibit 4.8 and incorporated in this Item 1.01 by reference, (iii) 2018 Second Supplemental Indenture, which is filed as Exhibit 4.9 and incorporated in this Item 1.01 by reference, (iv) 2019 Indenture, which is filed as Exhibit 4.10 and incorporated in this Item 1.01 by reference, (v) 2019 Supplemental Indenture, which is filed as Exhibit 4.11 and incorporated in this Item 1.01 by reference, (vi) 2020 Indenture, which is filed as Exhibit 4.12 and incorporated in this Item 1.01 by reference, (vii) 2020 Supplemental Indenture, which is filed as Exhibit 4.13 and incorporated in this Item 1.01 by reference, (viii) 2021 Indenture, which is filed as Exhibit 4.14 and incorporated in this Item 1.01 by reference, (ix) 2021 Supplemental Indenture, which is filed as Exhibit 4.15 and incorporated in this Item 1.01 by reference, (x) 2023 Indenture, which is filed as Exhibit 4.16 and incorporated in this Item 1.01 by reference, (xi) 2023 Supplemental Indenture, which is filed as Exhibit 4.17 and incorporated in this Item 1.01 by reference, (xii) 2024 Indenture, which is filed as Exhibit 4.18 and incorporated in this Item 1.01 by reference, and (xiii) 2024 Supplemental Indenture, which is filed as Exhibit 4.19 and incorporated in this Item 1.01 by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 3, 2024, in connection with the Merger, (A) NuStar completed the redemption of all of its outstanding units of (i) 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in NuStar (the “Series A Preferred Units”), (ii) 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in NuStar (the “Series B Preferred Units”) and (iii) 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series C Preferred Units,” and, together with the Series A Preferred Units and Series B Preferred Units, the “Preferred Units”) and (B) NuStar Logistics completed its redemption of all of its outstanding 7.625% Fixed-to-Floating Rate Subordinated Notes due 2043 (the “Subordinated Notes”).
The New York Stock Exchange filed a Form 25 with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 12d2-2(a)(1) under the Exchange Act with respect to the delisting of the Preferred Units and the Subordinated Notes on June 3, 2024. In addition, NuStar intends to file with the SEC a Form 15 requesting that the reporting obligations of NuStar with respect to the Preferred Units under Section 13(a) and 15(d) of the Exchange Act be suspended.
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| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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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 | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
Date: June 5, 2024