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SEC Filings
S-3ASR
NUSTAR ENERGY L.P. filed this Form S-3ASR on 07/02/2019
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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on July 2, 2019

Registration No. 333    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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
Amy L. Perry
Executive Vice President
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)

Copies To:
George J. Vlahakos
Sidley Austin LLP
1000 Louisiana Street, Suite 6000
Houston, Texas 77002
713-495-4522

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
 
Emerging growth company o

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 7(a)(2)(B) of Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities
to be registered
Amount to be registered(1)
Proposed maximum offering price per unit
Proposed maximum
aggregate offering price
Amount of
registration fee(1)
Common Units representing limited partner interests(2)
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Units representing limited partner interests(3)
 
 
 
 
 
 
 
 
 
 
 
 
Senior Debt Securities(4)
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Debt Securities(4)
 
 
 
 
 
 
 
 
 
 
 
 
Guarantees of Debt Securities(5)
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 

(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 as may be sold from time to time by NuStar Energy L.P. is being registered hereunder.
(3)An unspecified amount of Preferred Units 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.
*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
74-2287683
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)