“As filed with the Securities and Exchange Commission on May 2, 2023
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NUSTAR ENERGY L.P.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of incorporation or organization)
|
74-2956831
(I.R.S. Employer Identification No.)
|
|
|
19003 IH 10 West
San Antonio, Texas
(Address of Principal Executive Offices)
|
78257
(Zip Code)
|
AMENDED AND RESTATED NUSTAR ENERGY L.P. 2019 LONG-TERM INCENTIVE PLAN
(Full title of plan)
Amy L. Perry
Executive Vice President – Strategic Development and General Counsel
NuStar Energy L.P.
19003 IH-10 West
San Antonio, Texas 78257
(210) 918-2000
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐
|
|
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
|
|
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 7(a)(2)(B) of the Securities Act. ☐
NOTE
REGISTRATION OF ADDITIONAL COMMON UNITS AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement on Form S-8 is being filed by NuStar Energy L.P. (the “Registrant”), relating to 3,954,000 common units representing limited partner interests of the Registrant (the “Common Units”),
issuable to eligible employees, consultants and directors of NuStar GP, LLC, the Registrant and their respective affiliates under the Amended and Restated NuStar Energy L.P. 2019 Long-Term Incentive Plan (the “Plan”). The Registrant filed with the
Securities and Exchange Commission (the “Commission”) on April 24, 2019 a Registration Statement on Form S-8 (Registration No. 333-231004) and on April 30, 2021 a Registration Statement on Form S-8 (Registration No. 333-255637) relating to Common
Units issuable to eligible employees, consultants and directors of NuStar GP, LLC, the Registrant and their respective affiliates under the Plan (the “Prior Registration Statements”). The Prior Registration Statements are currently effective. This
Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant
to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
|
ITEM 3.
|
INCORPORATION OF DOCUMENTS BY REFERENCE.
|
The following documents previously filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
| (1) |
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 23, 2023;
|
| (2) |
The Registrant’s Current Reports on Form 8-K, filed with the Commission on February 16, 2023,
March 24, 2023; and April 28, 2023
|
| (3) |
The description of the Common Units under the caption “Description of Common Units,” contained in the Registrant’s registration statement on Form S-4 (File No. 333-223671) initially filed with the Commission on March 15, 2018, and any
amendments or reports filed for the purpose of updating such description.
|
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this
Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being herein referred to as “Incorporated Documents”).
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits
under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
|
ITEM 8.
|
EXHIBITS.
|
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
||
|
Amended and Restated Certificate of Limited Partnership of Shamrock Logistics, L.P. (n/k/a NuStar Energy L.P.), effective January 1, 2002
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.3
|
|||
|
Amendment to Certificate of Limited Partnership of Valero L.P. (n/k/a NuStar Energy L.P.), dated March 21, 2007 and effective April 1, 2007
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 27, 2007 (File No. 001-16417), Exhibit 3.01
|
|||
|
Eighth Amended and Restated Agreement of Limited Partnership of NuStar Energy L.P., dated as of July 20, 2018
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 20, 2018 (File No. 001-16417), Exhibit 3.1
|
|||
|
Certificate of Limited Partnership of Riverwalk Logistics, L.P., dated as of June 5, 2000
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.7
|
|||
|
First Amended and Restated Limited Partnership Agreement of Riverwalk Logistics, L.P., dated as of April 16, 2001
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.16
|
|||
|
Certificate of Formation of Shamrock Logistics GP, LLC (n/k/a NuStar GP, LLC), dated as of December 7, 1999
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.9
|
|||
|
Certificate of Amendment to Certificate of Formation of Shamrock Logistics GP, LLC (n/k/a NuStar GP, LLC), dated as of December 31, 2001
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.14
|
|||
|
Certificate of Amendment to Certificate of Formation of Valero GP, LLC (n/k/a NuStar GP, LLC), dated March 21, 2007 and effective April 1, 2007
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2007 (File No. 001-16417), Exhibit 3.02
|
|||
|
Second Amended and Restated Limited Liability Company Agreement of NuStar GP, LLC, dated as of July 20, 2018
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 20, 2018 (File No. 001-16417), Exhibit 3.2
|
|||
|
Amended and Restated NuStar Energy L.P. 2019 Long-Term Incentive Plan
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 28, 2023 (File No. 001-16417), Exhibit 10.1
|
|||
|
Opinion of Sidley Austin LLP with respect to the validity of issuance of securities
|
*
|
|||
|
Consent of KPMG LLP
|
*
|
|||
|
Consent of Sidley Austin LLP (contained in Exhibit 5.1)
|
*
|
|||
|
Powers of Attorney Power of Attorney (set forth on the signature page of this Registration Statement)
|
*
|
|||
|
Filing fee table
|
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on May 2, 2023.
|
NUSTAR ENERGY L.P.
|
||
|
By:
|
Riverwalk Logistics, L.P.
|
|
|
its general partner
|
||
|
By:
|
NuStar GP, LLC
|
|
|
Its general partner
|
||
|
By:
|
/s/ Bradley C. Barron
|
|
|
Bradley C. Barron, Chairman of the Board President and Chief Executive Officer
|
||
KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and directors of NuStar Energy L.P., hereby severally constitute and appoint Bradley C. Barron, Thomas R. Shoaf and Amy L. Perry,
each acting alone as an attorney-in-fact with the full power of substitution, for and in the name, place and stead of each of us in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or either of their substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ Bradley C. Barron
|
Chairman of the Board, President and Chief Executive
|
May 2, 2023
|
||
|
Bradley C. Barron
|
(Principal Executive Officer)
|
|||
|
/s/ Thomas R. Shoaf
|
Executive Vice President and Chief Financial Officer
|
May 2, 2023
|
||
|
Thomas R. Shoaf
|
(Principal Financial Officer)
|
|||
|
/s/ Jorge A. del Alamo
|
Senior Vice President and Controller
|
May 2, 2023
|
||
|
Jorge A. del Alamo
|
(Principal Accounting Officer)
|
|||
|
/s/ J. Dan Bates
|
Director
|
May 2, 2023
|
||
|
J. Dan Bates
|
||||
|
/s/ Jelynne LeBlanc Burley
|
Director
|
May 2, 2023
|
||
|
Jelynne LeBlanc Burley
|
||||
|
/s/ William B. Burnett
|
Director
|
May 2, 2023
|
||
|
William B. Burnett
|
||||
|
/s/ Ed A. Grier
|
Director
|
May 2, 2023
|
||
|
Ed A. Grier
|
||||
|
/s/ Dan J. Hill
|
Director
|
May 2, 2023
|
||
|
Dan J. Hill
|
||||
|
/s/ Robert J. Munch
|
Director
|
May 2, 2023
|
||
|
Robert J. Munch
|
||||
|
/s/ W. Grady Rosier
|
Director
|
May 2, 2023
|
||
|
W. Grady Rosier
|
||||
|
/s/ Martin Salinas, Jr.
|
Director
|
May 2, 2023
|
||
|
Martin Salinas, Jr.
|
||||
|
/s/ Suzanne Allford Wade
|
Director
|
May 2, 2023
|
||
|
Suzanne Allford Wade
|
Exhibit 5.1
 |
SIDLEY AUSTIN LLP
1000 LOUISIANA STREET
SUITE 5900
HOUSTON, TX 77002
+1 713 495 4500
+1 713 495 7799 FAX
AMERICA • ASIA PACIFIC • EUROPE
|
May 2, 2023
NuStar Energy L.P.
19003 IH-10 West
San Antonio, Texas 78257
| Re: |
3,954,000 Common Units Representing Limited Partner Interests in NuStar Energy L.P.
|
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by NuStar Energy L.P., a Delaware limited partnership (the “Partnership”), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 3,954,000 common units representing limited partner interests in the Partnership (the “Registered
Units”), which may be issued under the Amended and Restated NuStar Energy L.P. 2019 Long-Term Incentive Plan (the “Plan”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined: (i) the Registration Statement; (ii) the Certificate of Limited Partnership of the Partnership, as amended to date; (iii) the Partnership’s Eighth Amended and Restated Agreement of Limited Partnership, dated July 20, 2018;
(iv) the Certificate of Limited Partnership of Riverwalk Logistics, L.P., a Delaware limited partnership and the general partner of the Partnership (the “General Partner”); (v) the First Amended and Restated Limited Partnership Agreement
of the General Partner, dated April 16, 2001; (vi) the Certificate of Formation of NuStar GP, LLC, a Delaware limited liability company and the general partner of the General Partner (“NuStar GP”), as amended to date; (vii) the Second
Amended and Restated Limited Liability Company Agreement of NuStar GP, dated July 20, 2018; (viii) the Plan; (ix) the resolutions adopted by the board of directors and the compensation committee of NuStar GP relating to the Registration Statement
and Plan; and (x) the proposal adopted by the unitholders of the Partnership relating to the Plan at the Partnership’s 2023 Annual Meeting of Unitholders. We have also examined originals, or copies of originals certified to our satisfaction, of
such agreements, documents, certificates and statements of the Partnership, the General Partner and NuStar GP and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as
a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies
thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral
and written statements and representations of public officials and officers and other representatives of NuStar GP.
|
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
|
NuStar Energy L.P.
May 2, 2023
Page 2
Based on the foregoing, we are of the opinion that each Registered Unit that is newly issued pursuant to the Plan will be validly issued, and the person entitled to such Registered Unit will have
no obligation, solely by reason of their ownership of such Registered Unit, to make any contributions to the Partnership or any further payments for their purchase of such Registered Unit, and such persons will have no personal liability, solely by
reason of their ownership of such Registered Unit, to creditors of the Partnership for any of its debts, liabilities or other obligations, when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities
Act; (ii) such Registered Unit shall have been duly issued and delivered in accordance with the Plan; and (iii) certificates representing such Registered Unit shall have been duly executed, countersigned and registered and duly delivered to the
person entitled thereto against payment of the agreed consideration therefor or, if any Registered Unit is to be issued in uncertificated form, the Partnership’s books shall reflect the issuance of such Registered Unit to the person entitled
thereto against payment of the agreed consideration therefor, all in accordance with the Plan.
This opinion letter is limited to the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act. We express no opinion as to the laws, rules or regulations of
any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
|
Very truly yours,
|
|
|
/s/ Sidley Austin LLP
|
|
|
Sidley Austin LLP
|
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 23, 2023, with respect to the consolidated financial statements of NuStar Energy L.P., and the effectiveness
of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
San Antonio, Texas
May 2, 2023
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
NuStar Energy L.P.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
|
Security
Type
|
Security Class Title
|
Fee
Calculation
Rule
|
Amount
Registered(1)
|
Proposed
Maximum
Offering Price
Per Common
Unit(2)
|
Maximum
Aggregate
Offering
Price(2)
|
Fee Rate
|
Amount of
Registration
Fee
|
|||||||
|
Equity
|
Common units representing limited partner interests
|
457(c),
457(h)
|
|
3,954,000
|
$15.655
|
$61,899,870
|
0.00011020
|
$6,822
|
||||||
|
Total offering amounts
|
$61,899,870
|
$6,822
|
||||||||||||
|
Net fee offsets
|
–
|
|||||||||||||
|
Net fee due
|
$6,822
|
|||||||||||||
|
(1)
|
NuStar Energy L.P., a Delaware limited partnership (the “Registrant”), is filing this Registration Statement to register 2,500,000 common units representing limited partner interests of the Registrant (the
“Common Units”), for issuance under the Amended and Restated NuStar Energy L.P. 2019 Long-Term Incentive Plan (the “Plan”), plus an additional 1,454,000 Common Units underlying equity awards issued under the Plan or the “Prior Plans” (as
defined in the Plan) that may be available for future awards under the Plan pursuant to the unit recycling provisions thereof. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement also covers such additional and indeterminate number of Common Units as may become issuable pursuant to the provisions of the Plan relating to adjustments for changes resulting from a recapitalization, split or similar
transactions.
|
|
(2)
|
Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price per unit represents the average of the high and low sales prices of the Common Units as
reported on the New York Stock Exchange on April 26, 2023.
|