SAN ANTONIO--(BUSINESS WIRE)--Jul. 16, 2018--
NuStar Energy L.P. (NYSE: NS) (the “Partnership”) and NuStar GP
Holdings, LLC (NYSE: NSH) today announced that two leading proxy
advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis
& Co., have recommended votes in favor of the proposed merger of NSH
with a wholly owned subsidiary of the Partnership through a
unit-for-unit exchange. The proposed merger will be considered at the
July 20, 2018 special meeting of NSH unitholders.
The proposed transaction, announced in February 2018, would result in
the cancellation of the 2% economic general partner interest in the
Partnership, the incentive distribution rights in the Partnership and
approximately 10.2 million Partnership common units currently owned by
subsidiaries of NSH.
Under the terms of the definitive agreement, NSH unitholders would
receive 0.55 of a Partnership common unit in exchange for each NSH unit
they own at closing, representing a premium of approximately 1.7% based
on the closing prices of the Partnership’s common units and of NSH’s
units on February 7, 2018. The transaction would result in approximately
23.6 million additional common units being issued by the Partnership.
In connection with this transaction, William E. Greehey, the Chairman of
the Board of both NSH and the Partnership, who controls approximately
21% of the outstanding NSH units, executed a support agreement pursuant
to which he has agreed to vote the NSH units controlled by him in favor
of the merger.
“As a result of the fundamental shift that has occurred in the Master
Limited Partnership (MLP) sector, the NS and NSH Boards reached an
agreement to simplify in a way that we believe will allow us to best
manage our business over the long term,” said Brad Barron, president and
chief executive officer of the Partnership and NSH. “Simplifying our
corporate structure and eliminating incentive distribution rights will
lower our cost of capital and create a more efficient and transparent
structure. And, we believe this merger is critical to the implementation
of a comprehensive plan we launched earlier this year to position NuStar
for long-term financial strength, which will allow NuStar to
successfully de-lever and deliver strong, sustainable distribution
coverage."
Board Chairman Bill Greehey agreed. “As the largest unitholder of NSH, I
would not recommend the simplification if I did not truly believe that
it will significantly improve the company’s long-term health, as well as
long-term unitholder value,” said Greehey. “I have always been a buyer
of NSH and have never sold a unit. And I will continue to buy NuStar
units.”
About NuStar Energy L.P. and NuStar GP Holdings, LLC
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 9,400
miles of pipeline and 82 terminal and storage facilities that store and
distribute crude oil, refined products and specialty liquids. The
partnership’s combined system has more than 97 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.
NuStar GP Holdings, LLC 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 NuStar
Energy L.P. For more information, visit NuStar GP Holdings, LLC’s
website at www.nustargpholdings.com.
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 Securities and Exchange Commission (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 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, the possibility that the required approvals by unitholders and
regulatory agencies may not be obtained, the possibility that the
anticipated benefits from the proposed merger 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/20180716005517/en/
Source: NuStar Energy L.P. and NuStar GP Holdings, LLC
NuStar Energy, L.P., San Antonio
Investors, Chris Russell,
Treasurer and Vice President Investor Relations
Investor Relations:
210-918-3507
or
Media, Mary Rose Brown, Executive Vice
President and Chief Administrative Officer,
Corporate
Communications: 210-918-2314
website: http://www.nustarenergy.com