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Name | Symbol | Market | Type |
---|---|---|---|
NuStar Energy LP | NYSE:NS-C | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.99 | 0 | 01:00:00 |
Title of Each Class to be Registered
|
| |
Maximum Aggregate
Offering Price
|
| |
Amount of
Registration Fee
|
5.750% Senior Notes due 2025
|
| |
$600,000,000
|
| |
$77,880(1)
|
6.375% Senior Notes due 2030
|
| |
$600,000,000
|
| |
$77,880(1)
|
Guarantees of Senior Notes
|
| |
|
| |
—(2)
|
(1)
|
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). Payment of the registration fee at the time of filing of the registrant’s registration statement on Form S-3 filed with the Securities and Exchange Commission on July 2, 2019 (File No. 333-232502) was deferred pursuant to Rules 456(b) and 457(r) of the Securities Act, and is paid herewith. This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in such registration statement.
|
(2)
|
No separate consideration will be paid in respect of the guarantees. Pursuant to Rule 457(n) of the Securities Act, no registration fee is required with respect to such guarantees.
|
|
| |
Initial public
offering price(1)
|
| |
Underwriting
discount
|
| |
Proceeds, before expenses,
to NuStar Logistics, L.P.
|
Per 2025 Note
|
| |
100%
|
| |
1.25%
|
| |
98.75%
|
Total
|
| |
$600,000,000
|
| |
$7,500,000
|
| |
$592,500,000
|
Per 2030 Note
|
| |
100%
|
| |
1.25%
|
| |
98.75%
|
Total
|
| |
$600,000,000
|
| |
$7,500,000
|
| |
$592,500,000
|
(1)
|
Plus accrued interest, if any, from the date of original issuance.
|
Citigroup
|
| |
BofA Securities
|
| |
J.P. Morgan
|
| |
Wells Fargo Securities
|
BMO Capital Markets
|
| |
Barclays
|
| |
BBVA
|
| |
Mizuho Securities
|
MUFG
|
| |
PNC Capital Markets LLC
|
| |
RBC Capital Markets
|
| |
Scotiabank
|
SMBC Nikko
|
| |
TD Securities
|
| |
Truist Securities
|
| |
US Bancorp
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
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| | ||
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| | ||
| | ||
| | ||
| | ||
| | ||
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| | ||
| |
•
|
refined product pipelines with an aggregate length of 3,205 miles and crude oil pipelines with an aggregate length of 2,180 miles in Texas, Oklahoma, Kansas, Colorado and New Mexico;
|
•
|
a 2,150-mile refined product pipeline originating in southern Kansas and terminating at Jamestown, North Dakota, with a western extension to North Platte, Nebraska and an eastern extension into Iowa;
|
•
|
a 450-mile refined product pipeline originating at Marathon Petroleum Corporation’s Mandan, North Dakota refinery and terminating in Minneapolis, Minnesota;
|
•
|
a 2,000-mile anhydrous ammonia pipeline originating from the Louisiana delta area and then running north through the Midwestern United States to Missouri before forking east and west to terminate in Indiana and Nebraska (the “Ammonia Pipeline”); and
|
•
|
our refined product pipeline and crude oil pipeline systems have storage capacity of 13.0 million barrels.
|
•
|
permit to exist certain liens on our assets to secure indebtedness;
|
•
|
engage in certain sale and leaseback transactions; and
|
•
|
engage in certain consolidations, mergers or asset sales.
|
•
|
an actual basis;
|
•
|
an as adjusted basis to give effect to the 2020 Notes Repayment; and
|
•
|
an as further adjusted basis to give effect to the issuance and sale of the notes offered hereby and the application of the net proceeds therefrom as described in “Use of Proceeds.”
|
|
| |
As of June 30, 2020
(unaudited, dollars in thousands)
|
||||||
|
| |
Actual
|
| |
As Adjusted
|
| |
As Further
Adjusted
|
Cash and cash equivalents
|
| |
$17,278
|
| |
$17,278
|
| |
$42,092
|
Short term debt and current portion of finance leases
|
| |
4,613
|
| |
4,613
|
| |
4,613
|
|
| |
|
| |
|
| |
|
Long term debt:
|
| |
|
| |
|
| |
|
NuStar Logistics revolving credit agreement(1)
|
| |
110,884
|
| |
560,884
|
| |
—
|
NuStar Logistics term loan agreement
|
| |
500,000
|
| |
500,000
|
| |
—
|
NuStar Logistics 4.80% senior notes due 2020
|
| |
450,000
|
| |
—
|
| |
—
|
NuStar Logistics 6.75% senior notes due 2021
|
| |
300,000
|
| |
300,000
|
| |
300,000
|
NuStar Logistics 4.75% senior notes due 2022
|
| |
250,000
|
| |
250,000
|
| |
250,000
|
NuStar Logistics 6.00% senior notes due 2026
|
| |
500,000
|
| |
500,000
|
| |
500,000
|
NuStar Logistics 5.625% senior notes due 2027
|
| |
550,000
|
| |
550,000
|
| |
550,000
|
NuStar Logistics 5.750% senior notes due 2025
|
| |
—
|
| |
—
|
| |
600,000
|
NuStar Logistics 6.375% senior notes due 2030
|
| |
—
|
| |
—
|
| |
600,000
|
NuStar Logistics subordinated notes due 2043
|
| |
402,500
|
| |
402,500
|
| |
402,500
|
Gulf Opportunity Zone revenue bonds due 2038-2041(2)
|
| |
322,140
|
| |
322,140
|
| |
322,140
|
NuStar Finance receivables financing agreement
|
| |
48,600
|
| |
48,600
|
| |
48,600
|
Finance leases
|
| |
55,104
|
| |
55,104
|
| |
55,104
|
Net unamortized discounts, fair value adjustments and unamortized issuance costs
|
| |
(60,068)
|
| |
(60,068)
|
| |
(36,255)
|
Total long-term debt
|
| |
3,429,160
|
| |
3,429,160
|
| |
3,592,089
|
|
| |
|
| |
|
| |
|
Series D Preferred Units
|
| |
591,895
|
| |
591,895
|
| |
591,895
|
|
| |
|
| |
|
| |
|
Partners’ equity(3)
|
| |
1,462,964
|
| |
1,462,964
|
| |
1,324,849
|
Total capitalization
|
| |
$5,488,632
|
| |
$5,488,632
|
| |
$5,513,446
|
(1)
|
As of September 4, 2020, which gives effect to the 2020 Notes Repayment, the outstanding balance of borrowings under our revolving credit agreement was $575.0 million, with $420.9 million available for borrowing.
|
(2)
|
The Parish of St. James, Louisiana issued, pursuant to the Gulf Opportunity Zone Act of 2005, one series of tax-exempt revenue bonds in 2008, three separate series of tax-exempt revenue bonds in 2010 and one series of tax-exempt revenue bonds in 2011 associated with our St. James terminal expansion.
|
(3)
|
As further adjusted reflects the loss on extinguishment of debt associated with the prepayment of our term loan agreement, including the payment of a $97.8 million premium.
|
•
|
will constitute two new series of securities under the indenture;
|
•
|
will be our general unsecured obligations;
|
•
|
will be unconditionally guaranteed on a senior unsecured basis by NuStar Energy and by NuPOP. NuPOP’s guarantee will be released when it no longer guarantees any obligation of NuStar Energy or any of its subsidiaries under any bank credit facility or public debt instrument;
|
•
|
will rank equally in right of payment with all of our other existing and future senior unsecured debt;
|
•
|
will effectively rank junior to any of our existing and future secured debt, to the extent of the security for that debt;
|
•
|
will rank senior in right of payment to all of our existing and future subordinated debt;
|
•
|
will be structurally subordinated to any existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes; and
|
•
|
will be non-recourse to our general partner.
|
•
|
will be a general unsecured obligation of that guarantor;
|
•
|
will rank equally in right of payment with all other existing and future senior unsecured debt of that guarantor;
|
•
|
will effectively rank junior to any existing and future secured debt of that guarantor, to the extent of the security for that debt;
|
•
|
will rank senior in right of payment to any existing and future subordinated debt of that guarantor;
|
•
|
will be structurally subordinated to any existing and future indebtedness and other liabilities of any subsidiaries of that guarantor; and
|
•
|
will be non-recourse to the general partner of that guarantor.
|
•
|
with respect to the 2025 Notes, accrue at the rate of 5.750% per annum, and with respect to the 2030 Notes, accrue at a rate of 6.375%;
|
•
|
accrue from the date of issuance or the most recent interest payment date;
|
•
|
be payable in cash semi-annually in arrears on each of April 1 and October 1, beginning on April 1, 2021;
|
•
|
be payable to the holders of record on March 15 and September 15 immediately preceding the related interest payment date;
|
•
|
be computed on the basis of a 360-day year comprised of twelve 30-day months; and
|
•
|
be payable, to the extent lawful, on overdue interest to the extent permitted by law at the same rate as interest is payable on principal.
|
•
|
100% of the principal amount of the notes then outstanding to be redeemed; or
|
•
|
the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on the notes to be redeemed that would have been due if the notes matured on the 2025 Notes Par Call Date, in the case of the 2025 Notes, and the 2030 Notes Par Call Date, in the case of the 2030 Notes, computed by discounting such payments to the redemption date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at a rate equal to the sum of 50 basis points for the 2025 Notes and 50 basis points for the 2030 Notes plus the Adjusted Treasury Rate on the third business day prior to the redemption date;
|
•
|
the yield, under the heading that represents the average for the week immediately preceding the week of publication, appearing in the then most recently published statistical release designated as the Selected Interest Rates (Daily)—H.15 release or any successor publication that is published or made available weekly by the Board of Governors of the Federal Reserve System and which contains yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or
|
•
|
if such release (or any successor release) is not published during the week including or immediately preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
|
(1)
|
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes of the applicable series or portions thereof so tendered; and
|
(2)
|
deliver or cause to be delivered to the trustee the notes so accepted, together with an officers’ certificate stating the aggregate principal amount of notes of the applicable series or portions thereof being purchased by us.
|
(1)
|
the direct or indirect lease, sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries taken as a whole or all of the assets of NuStar Energy and its subsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than to one or more members of the NuStar Group, which disposition is followed by a Ratings Decline within 60 days thereafter;
|
(2)
|
the adoption of a plan relating to our or NuStar Energy’s liquidation or dissolution, or the removal of our general partner by our limited partners, the removal of NuStar Energy’s general partner by NuStar Energy’s limited partners or the removal of the general partner of NuStar Energy’s general partner by the limited partners of NuStar Energy’s general partner; or
|
(3)
|
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than one or more members of the NuStar Group, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of us, our general partner, NuStar Energy, NuStar Energy’s general partner or the general partner of NuStar Energy’s general partner, in each case measured by voting power rather than number of shares, units or the like, which occurrence is followed by a Ratings Decline within 60 days thereafter.
|
(1)
|
in the case of a corporation, corporate stock;
|
(2)
|
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
|
(3)
|
in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited);
|
(4)
|
any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuer; and
|
(5)
|
all warrants, options or other rights to acquire any of the interests described in clauses (1)-(4) above (but excluding any debt security that is convertible into, or exchangeable for, any of the interests described in clauses (1)-(4) above).
|
(1)
|
with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and
|
(2)
|
with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories).
|
•
|
Limitation on liens. This covenant limits our ability, and that of our subsidiaries, to permit liens to exist on our assets to secure debt;
|
•
|
Limitations of sale-leaseback transactions. This covenant limits our ability, and that of our subsidiaries, to sell or transfer our assets and then lease back those assets; and
|
•
|
Limitations on consolidations, mergers or asset sales. This covenant limits our ability, and that of our subsidiaries, to engage in certain consolidations, mergers or asset sales.
|
•
|
any lien on (i) cash and cash equivalents, (ii) any commodity account, deposit account or securities account maintained with or for the benefit of a counterparty to a Permitted Swap Agreement and any assets credited to such accounts and the proceeds of any of the foregoing and (iii) any contracts evidencing Permitted Swap Agreements, including rights to payment thereunder and the proceeds of any of the foregoing, in each case securing our obligations or obligations of the guarantors or any subsidiary under Permitted Swap Agreements; and
|
•
|
any lien granted on, or assignments or sales of, accounts receivable or other rights to payment and related assets in connection with Securitization Transactions.
|
•
|
any corporation, association or other business entity of which more than 50% of the total voting power of the equity interests entitled, without regard to the occurrence of any contingency, to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that person or one or more of the other subsidiaries of that person or a combination thereof; or
|
•
|
any partnership of which more than 50% of the partner’s equity interests, considering all partners’ equity interests as a single class, is at the time owned or controlled, directly or indirectly, by that person or one or more of the other subsidiaries of that person or a combination thereof.
|
•
|
maturing one year or more from the date of its creation;
|
•
|
directly or indirectly renewable or extendable, at the option of the debtor, by its terms or by the terms of any instrument or agreement relating to the debt, to a date one year or more from the date of its creation; and
|
•
|
under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more.
|
•
|
holders who may be subject to special tax treatment, such as dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, financial institutions, partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such entities), regulated investment companies, expatriates, real estate investment trusts, tax-exempt entities, banks or insurance companies;
|
•
|
persons holding the notes as part of a hedging, constructive sale or conversion, straddle or other integration or risk reducing transaction;
|
•
|
U.S. holders, as defined below, whose “functional currency” is not the U.S. dollar;
|
•
|
U.S. holders who hold notes through non-U.S. brokers or other non-U.S. intermediaries;
|
•
|
persons holding notes as part of a hedge, straddle, conversion or other “synthetic security” or integrated transaction;
|
•
|
former U.S. citizens or long-term residents of the U.S.;
|
•
|
persons subject to the alternative minimum tax; and
|
•
|
persons required to accelerate the recognition of any item of gross income with respect to the notes as a result of such income being recognized on an “applicable financial statement” (within the meaning of Section 451(b) of the Code).
|
•
|
an individual who is a citizen or resident of the United States (including certain former citizens and former long-term residents);
|
•
|
a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust (i) that is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in section 7701(a)(30) of the Code or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.
|
•
|
the payment is not effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business;
|
•
|
the non-U.S. holder does not actually or constructively own 10% or more of our capital or profits interests;
|
•
|
the non-U.S. holder is not a controlled foreign corporation within the meaning of the Code that is directly or indirectly related to us through sufficient stock ownership (as provided in the Code);
|
•
|
the non-U.S. holder is not a bank that acquired the notes in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and
|
•
|
in all cases, (i) the non-U.S. holder provides its name and address and certifies, under penalties of perjury, that it is not a United States person (which certification may be made on an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable form), or (ii) the non-U.S. holder holds its notes through certain foreign intermediaries and such intermediary satisfies the certification requirements of applicable Treasury regulations.
|
•
|
the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder within the U.S.);
|
•
|
the gain represents accrued but unpaid interest not previously included in income and the non-U.S. holder does not meet the conditions for exemption from U.S. federal withholding tax, as described above; or
|
•
|
the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of such sale, exchange or redemption, and certain other conditions are met.
|
Underwriters
|
| |
Principal amount of
2025 Notes
|
| |
Principal amount of
2030 Notes
|
Citigroup Global Markets Inc.
|
| |
$120,000,000
|
| |
$120,000,000
|
BofA Securities, Inc.
|
| |
48,000,000
|
| |
48,000,000
|
J.P. Morgan Securities LLC
|
| |
48,000,000
|
| |
48,000,000
|
Wells Fargo Securities, LLC
|
| |
48,000,000
|
| |
48,000,000
|
BMO Capital Markets Corp.
|
| |
27,000,000
|
| |
27,000,000
|
Barclays Capital Inc.
|
| |
27,000,000
|
| |
27,000,000
|
BBVA Securities Inc.
|
| |
27,000,000
|
| |
27,000,000
|
Mizuho Securities USA LLC
|
| |
27,000,000
|
| |
27,000,000
|
MUFG Securities Americas Inc.
|
| |
27,000,000
|
| |
27,000,000
|
PNC Capital Markets LLC
|
| |
27,000,000
|
| |
27,000,000
|
RBC Capital Markets, LLC
|
| |
27,000,000
|
| |
27,000,000
|
Scotia Capital (USA) Inc.
|
| |
27,000,000
|
| |
27,000,000
|
SMBC Nikko Securities America, Inc.
|
| |
27,000,000
|
| |
27,000,000
|
TD Securities (USA) LLC
|
| |
27,000,000
|
| |
27,000,000
|
Truist Securities, Inc.
|
| |
27,000,000
|
| |
27,000,000
|
U.S. Bancorp Investments, Inc.
|
| |
27,000,000
|
| |
27,000,000
|
Comerica Securities, Inc.
|
| |
12,000,000
|
| |
12,000,000
|
Total
|
| |
$600,000,000
|
| |
$600,000,000
|
•
|
a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or
|
•
|
a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor, securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation and the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has subscribed for or acquired the notes except:
|
•
|
to an Institutional Investor, an Accredited Investor, a Relevant Person, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust);
|
•
|
where no consideration is or will be given for the transfer;
|
•
|
where the transfer is by operation of law; or
|
•
|
as specified in Section 276(7) of the SFA
|
•
|
Annual Report on Form 10-K (File No. 001-16417) for the year ended December 31, 2019, filed on February 27, 2020;
|
•
|
Quarterly Reports on Form 10-Q (File No. 001-16417) for the quarter ended March 31, 2020, filed on May 8, 2020, and for the quarter ended June 30, 2020, filed on August 7, 2020; and
|
•
|
Current Reports on Form 8-K (File No. 001-16417) filed on March 6, 2020, April 7, 2020, April 21, 2020, April 29, 2020, June 5, 2020 and September 3, 2020.
|
•
|
Annual Report on Form 10-K (File No. 001-16417) for the year ended December 31, 2018, filed on February 28, 2019;
|
•
|
•
|
Quarterly Report on Form 10-Q (File No. 001-16417) for the quarter ended March 31, 2019, filed on May 10, 2019;
|
•
|
Current Reports on Form 8-K (File No. 001-16417) filed on April 23, 2019, April 29, 2019, May 13, 2019 and May 22, 2019; and
|
•
|
The descriptions of NuStar Energy’s common units and preferred units set forth in our registration statements filed pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating those descriptions.
|
•
|
the repayment of outstanding indebtedness;
|
•
|
working capital;
|
•
|
capital expenditures; and
|
•
|
acquisitions.
|
•
|
the designation, stated value and liquidation preference of the preferred units and the number of preferred units offered;
|
•
|
the initial public offering price at which the preferred units will be issued;
|
•
|
any conversion or exchange provisions of the preferred units;
|
•
|
any redemption or sinking fund provisions of the preferred units;
|
•
|
the distribution rights of the preferred units, if any;
|
•
|
a discussion of any additional material federal income tax considerations regarding the preferred units; and
|
•
|
any additional rights, preferences, privileges, limitations and restrictions of the preferred units.
|
•
|
provide for the proper conduct of NuStar Energy’s business, including reserves for future capital expenditures and anticipated credit needs;
|
•
|
comply with applicable law or any debt instrument or other agreement or obligation;
|
•
|
provide funds for payments to holders of NuStar Energy’s preferred units; or
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provide funds for distributions with respect to any one or more of the next four fiscal quarters.
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•
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to remove or replace NuStar Energy’s general partner;
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•
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to approve some amendments to the partnership agreement; or
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•
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to take other action under the partnership agreement
|
Election of directors to the board
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| |
Plurality of the votes cast by the limited partners holding outstanding common units and Series D Preferred Units (voting on an as-converted basis), voting together as a single class, at a meeting of the limited partners. Please read “—Meetings; Voting.”
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| |
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Amendment of the partnership agreement
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| |
Certain amendments may be made by NuStar Energy’s general partner without the approval of unitholders. Certain other amendments require the approval of a unit majority. Certain other amendments require the approval of the holders of a super-majority of outstanding common units and Series D Preferred Units (voting on an as-converted basis), voting together as a single class. Certain amendments that would have a material adverse effect on a class of NuStar Energy interests require the approval of a majority of NuStar Energy interests to be affected by such amendment. Please read “—Amendment of the Partnership Agreement.”
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| |
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Merger or the sale of all or substantially all of NuStar Energy’s assets
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| |
The holders of a unit majority. Please read “—Merger, Sale or Other Disposition of Assets.”
|
Dissolution of NuStar Energy
|
| |
The holders of a unit majority. Please read “—Termination and Dissolution.”
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| |
|
Removal/Replacement of the general partner
|
| |
The holders of a unit majority. Please read “—Withdrawal or Removal of the General Partner.”
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•
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amend, alter, change, repeal or rescind, in any respect, a provision of the partnership agreement that establishes a percentage of outstanding units required to take any action, that would have the effect of reducing such voting percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of outstanding units whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced;
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•
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enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected;
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•
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enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by NuStar Energy to its general partner or any of its affiliates without the consent of NuStar Energy’s general partner, which may be given or withheld in its sole discretion;
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•
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change the term of NuStar Energy;
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•
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provide that NuStar Energy is not dissolved upon an election to dissolve NuStar Energy by its general partner that is approved by the holders of a unit majority;
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•
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give any person the right to dissolve NuStar Energy, other than its general partner’s right to dissolve NuStar Energy with the approval of the holders of a unit majority; or
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•
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have a material adverse effect on the rights or preferences of any class of partnership securities in relation to other classes of partnership securities, unless approved by the holders of not less than a majority of the outstanding partnership securities of the class affected.
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•
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a change in the name of NuStar Energy, the location of the principal place of business of NuStar Energy, the registered agent or the registered office of NuStar Energy;
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•
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the admission, substitution, withdrawal or removal of partners in accordance with the partnership agreement;
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•
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a change that, in the sole discretion of NuStar Energy’s general partner, is necessary or advisable to qualify or continue the qualification of NuStar Energy as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither NuStar Energy nor the Operating Partnership will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;
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•
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an amendment that is necessary, in the opinion of counsel to NuStar Energy, to prevent NuStar Energy, its general partner, NuStar GP, LLC, or any of the directors, officers, agents or trustees of NuStar GP, LLC from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not substantially similar to plan asset regulations currently applied or proposed;
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•
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subject to any restrictions imposed by the terms of the Preferred Units and the limitations on the issuance of additional partnership securities described above, an amendment that in the discretion of NuStar Energy’s general partner is necessary or advisable for the authorization of additional partnership securities;
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•
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any amendment expressly permitted in the partnership agreement to be made by NuStar Energy’s general partner acting alone;
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•
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an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the partnership agreement;
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•
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any amendment that, in the discretion of NuStar Energy’s general partner, is necessary or advisable for the formation by NuStar Energy of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the partnership agreement;
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•
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a change in the fiscal year or taxable year of NuStar Energy and related changes; and
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•
|
any other amendments substantially similar to any of the matters described above.
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•
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do not adversely affect the limited partners (or any particular class of limited partners) in any material respect;
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•
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are necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
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•
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are necessary or advisable to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading, compliance with any of which NuStar Energy’s general partner deems to be in the best interests of NuStar Energy and the limited partners;
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•
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are necessary or advisable for any action taken by NuStar Energy’s general partner relating to splits or combinations of partnership securities under the provisions of the partnership agreement; or
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•
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are required to effect the intent of the provisions of the partnership agreement or are otherwise contemplated by the partnership agreement.
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•
|
the election of NuStar Energy’s general partner to dissolve NuStar Energy, if approved by the holders of a unit majority;
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•
|
the entry of a decree of judicial dissolution of NuStar Energy pursuant to Delaware law;
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•
|
the sale of all or substantially all of the assets and properties of NuStar Energy, the Operating Partnership and their respective subsidiaries; or
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•
|
the withdrawal or removal of NuStar Energy’s general partner or any other event that results in its ceasing to be the general partner other than by reason of a transfer of its general partner interest in accordance with the partnership agreement or withdrawal or removal following approval and admission of a successor.
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•
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the action would not result in the loss of limited liability of any limited partner; and
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•
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neither NuStar Energy, the reconstituted limited partnership, nor any operating subsidiary would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue.
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•
|
with certain limited exceptions, any partnership securities held by a person that owns 20% or more of any class of partnership securities then outstanding, other than NuStar Energy’s general partner and its affiliates, cannot be voted on any matter; provided, however that such restriction generally does not apply to any Series D Preferred Units held by a person who acquired such Series D Preferred Units pursuant to the Series D Cumulative Convertible Preferred Unit Purchase Agreement, dated as of June 26, 2018, among NuStar Energy L.P. and the purchasers party thereto;
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•
|
limiting the ability of unitholders to replace members of the board of directors of NuStar GP, LLC (the “board”) by having staggered elections where each director is elected for a three-year term and providing that directors may only be removed for cause; and
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•
|
limiting the ability of unitholders to call meetings or to acquire information about NuStar Energy’s operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.
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•
|
NuStar Energy’s general partner;
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•
|
any departing general partner;
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•
|
any person who is or was an affiliate of NuStar Energy’s general partner or any departing general partner;
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•
|
any person who is or was a member, partner, officer, director, employee, agent or trustee of NuStar Energy, the Operating Partnership or any of their respective subsidiaries, NuStar Energy’s general partner or any departing general partner or any affiliate of NuStar Energy, the Operating Partnership, their respective subsidiaries, NuStar Energy’s general partner or any departing general partner; or
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•
|
any person who is or was serving at the request of NuStar Energy’s general partner or departing general partner or any affiliate of NuStar Energy’s general partner or departing general partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person.
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•
|
information regarding the status of the business and financial condition of NuStar Energy;
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•
|
a copy of NuStar Energy’s tax returns;
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•
|
a current list of the name and last known address of each partner;
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•
|
copies of the partnership agreement, the certificate of limited partnership of NuStar Energy, related amendments and powers of attorney under which they have been executed;
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•
|
information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;
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•
|
any other information regarding NuStar Energy’s affairs as is just and reasonable.
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•
|
approved by a conflicts committee consisting of three or more independent directors of NuStar GP, LLC, although no party is obligated to seek approval and NuStar Energy’s general partner may adopt a resolution or course of action that has not received approval;
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•
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on terms no less favorable to NuStar Energy than those generally being provided to or available from unrelated third parties; or
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•
|
fair to NuStar Energy, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to NuStar Energy.
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•
|
the relative interests of the parties involved in the conflict or affected by the action;
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•
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any customary or accepted industry practices or historical dealings with a particular person or entity; and
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•
|
generally accepted accounting principles and other factors it considers relevant, if applicable.
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•
|
amount and timing of asset purchases and sales;
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•
|
cash expenditures;
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•
|
borrowings;
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•
|
issuance of additional units; and
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•
|
the creation, decrease or increase of reserves in any quarter.
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•
|
the incurrence of indebtedness;
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•
|
the acquisition or disposition of assets, except for the disposition of all of the assets of NuStar Energy, which requires unitholder approval;
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•
|
the negotiation of any contracts; and
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•
|
the disposition of NuStar Energy’s cash.
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•
|
will be the unsecured and unsubordinated general obligations of NuStar Energy and NuPOP; and
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•
|
will rank on a parity with all of the other unsecured and unsubordinated indebtedness of NuStar Energy and NuPOP.
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•
|
the form and title of the debt securities;
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•
|
the total principal amount of the debt securities;
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•
|
the date or dates on which the debt securities may be issued;
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•
|
whether the debt securities are senior or subordinated debt securities;
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•
|
the currency or currencies in which principal and interest will be paid, if not U.S. dollars;
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•
|
the portion of the principal amount which will be payable if the maturity of the debt securities is accelerated;
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•
|
any right NuStar Logistics may have to defer payments of interest by extending the dates payments are due and whether interest on those deferred amounts will be payable as well;
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•
|
the dates on which the principal of the debt securities will be payable;
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•
|
the interest rate that the debt securities will bear and the interest payment dates for the debt securities;
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•
|
any conversion or exchange provisions;
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•
|
any optional redemption provisions;
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•
|
any sinking fund or other provisions that would obligate NuStar Logistics to repurchase or otherwise redeem the debt securities;
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•
|
any changes to or additional events of default or covenants;
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•
|
the subordination, if any, of the debt securities and any changes to the subordination provisions of the subordinated indenture; and
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•
|
any other terms of the debt securities.
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•
|
limit the ability of NuStar Logistics to put liens on any of its property or assets; and
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•
|
limit the ability of NuStar Logistics to sell and lease back its principal assets.
|
(1)
|
Permitted Liens, as defined below;
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(2)
|
any lien upon any property or assets of NuStar Logistics or any subsidiary in existence on the date the senior debt securities of such series are first issued or created pursuant to an “after-acquired property” clause or similar term or provided for pursuant to agreements existing on such date;
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(3)
|
any lien upon any property or assets created at the time of acquisition of such property or assets by NuStar Logistics or any subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or debt incurred to finance such purchase price, whether such debt was incurred prior to, at the time of or within one year after the date of such acquisition;
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(4)
|
any lien upon any property or assets existing thereon at the time of the acquisition thereof by NuStar Logistics or any subsidiary; provided, however, that such lien only encumbers the property or assets so acquired;
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(5)
|
any lien upon any property or assets of a person existing thereon at the time such person becomes a subsidiary by acquisition, merger or otherwise; provided, however, that such lien only encumbers the property or assets of such person at the time such person becomes a subsidiary;
|
(6)
|
any lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure debt incurred prior to, at the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof, whichever is later, to provide funds for any such purpose;
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(7)
|
any lien imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and liens which secure a judgment or other court-ordered award or settlement as to which NuStar Logistics or the applicable subsidiary has not exhausted its appellate rights;
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(8)
|
any lien upon any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument creating a lien upon such property or assets permitted by clauses (1) through (7) above;
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(9)
|
any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements) of any lien, in whole or in part, referred to in clauses (1) through (8), inclusive, above; provided, however, that the principal amount of debt secured thereby shall not exceed the principal amount of debt so secured at the time of such extension, renewal, refinancing, refunding or replacement (plus in each case the aggregate amount of premiums, other payments, costs and expenses required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement); provided, further, however, that such extension, renewal, refinancing, refunding or replacement lien shall be limited to all or a part of the property (including improvements, alterations and repairs on such property) subject to the encumbrance so extended, renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such property); or
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(10)
|
any lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing debt of NuStar Logistics or any subsidiary.
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•
|
liens upon rights-of-way for pipeline purposes created by a person other than NuStar Logistics;
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•
|
any statutory or governmental lien or lien arising by operation of law, or any mechanic’s, repairmen’s, materialmen’s, supplier’s, carrier’s, landlord’s, warehousemen’s or similar lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined lien which is incidental to construction, development, improvement or repair;
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•
|
the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any property;
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•
|
any lien of taxes and assessments which are (A) for the then current year, (B) not at the time delinquent, or (C) delinquent but the validity of which is being contested in good faith at the time by NuStar Logistics or any subsidiary;
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•
|
any lien of, or to secure the performance of, leases, other than capital leases;
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•
|
any lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings;
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•
|
any lien upon property or assets acquired or sold by NuStar Logistics or any subsidiary resulting from the exercise of any rights arising out of defaults on receivables;
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•
|
any lien incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance, temporary disability, social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations;
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•
|
any lien in favor of NuStar Logistics or any subsidiary;
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•
|
any lien in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute, or any debt incurred by NuStar Logistics or any subsidiary for the purpose of financing all or any part of the purchase price of, or the cost of constructing, developing, repairing or improving, the property or assets subject to such lien;
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•
|
any lien securing industrial development, pollution control or similar revenue bonds;
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•
|
any lien securing debt of NuStar Logistics or any subsidiary, all or a portion of the net proceeds of which are used, substantially concurrent with the funding thereof (and for purposes of determining such “substantial concurrence,” taking into consideration, among other things, required notices to be given to holders of outstanding senior debt securities under the senior indenture in connection with such refunding, refinancing or repurchase, and the required corresponding durations thereof), to refinance, refund or repurchase all outstanding senior debt securities under the senior indenture including the amount of all accrued interest thereon and reasonable fees and expenses and premium, if any, incurred by NuStar Logistics or any subsidiary in connection therewith;
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•
|
any lien in favor of any person to secure obligations under the provisions of any letters of credit, bank guarantees, bonds or surety obligations required or requested by any governmental authority in connection with any contract or statute; or
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•
|
any lien upon or deposits of any assets to secure performance of bids, trade contracts or statutory obligations.
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•
|
all current liabilities, excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current maturities of long-term debt; and
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•
|
the value, net of any applicable amortization, of all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets,
|
(1)
|
the Sale-Leaseback Transaction occurs within one year from the date of completion of the acquisition of the property or assets subject thereto or the date of the completion of construction, development or substantial repair or improvement or commencement of full operations on such property or assets, whichever is later;
|
(2)
|
the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years;
|
(3)
|
NuStar Logistics or such subsidiary would be entitled to incur debt secured by a lien on the property or assets subject thereto in a principal amount equal to or exceeding the Attributable Indebtedness from such Sale-Leaseback Transaction without equally and ratably securing the senior debt securities issued under the senior indenture; or
|
(4)
|
NuStar Logistics or such subsidiary, within a one-year period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of Pari Passu Debt (as defined below) of NuStar Logistics, or (B) the expenditure or expenditures for property or assets used or to be used in the ordinary course of business of NuStar Logistics or its subsidiaries.
|
•
|
in the case of a merger, NuStar Logistics is the surviving entity or the entity formed by such consolidation or into which NuStar Logistics is merged or the entity which acquires by sale or transfer, or which leases,
|
•
|
the surviving entity or successor entity is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;
|
•
|
immediately after giving effect to such transaction, no default or event of default shall have occurred and be continuing under the applicable indenture; and
|
•
|
NuStar Logistics has delivered to the Trustee under the applicable indenture an officers’ certificate and an opinion of counsel regarding compliance with the terms of the applicable indenture.
|
•
|
change the stated maturity of the principal of, or any installment of principal of, or interest on any debt security;
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•
|
reduce the principal amount of, the interest rate on or the premium payable upon redemption of any debt security;
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•
|
change the redemption date for any debt security;
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•
|
reduce the principal amount of an original issue discount debt security payable upon acceleration of maturity;
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•
|
change the place of payment where any debt security or any premium or interest on any debt security is payable;
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•
|
change the coin or currency in which any debt security or any premium or interest on any debt security is payable;
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•
|
impair the right to institute suit for the enforcement of any payment on any debt security;
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•
|
modify the provisions of the applicable indenture in a manner adversely affecting any right to convert or exchange any debt security into another security;
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•
|
reduce the percentage in principal amount of outstanding debt securities of any series necessary to modify the applicable indenture, to waive compliance with certain provisions of the applicable indenture or to waive certain defaults and their consequences; or
|
•
|
modify any of the above provisions.
|
•
|
to provide for the assumption by a successor of obligations of NuStar Logistics under such indenture and the debt securities issued thereunder;
|
•
|
to provide for the assumption by a successor of NuStar Energy’s guarantee under such indenture;
|
•
|
to add covenants and events of default or to surrender any rights NuStar Logistics has under such indenture;
|
•
|
to secure the senior debt securities as described above under “Provisions Only in the NuStar Logistics Senior Indenture—Limitation on Liens;”
|
•
|
to make any change that does not adversely affect any outstanding debt securities of a series in any material respect;
|
•
|
to supplement such indenture in order to establish a new series of debt securities under such indenture;
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•
|
to provide for successor trustees;
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•
|
to provide for uncertificated securities in addition to certificated securities;
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•
|
to cure any ambiguity, correct or supplement any provision of such indenture which may be inconsistent with any other provision of such indenture, comply with any applicable mandatory provision of law or make any other provisions with respect to matters or questions arising under such indenture so long as such actions do not adversely affect the interests of the holders of any outstanding debt securities issued thereunder;
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•
|
to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the debt securities issued thereunder may be listed or traded; and
|
•
|
to qualify such indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act of 1939”).
|
•
|
failure to pay interest when due on any debt security of that series for 30 days;
|
•
|
failure to pay the principal of, or any premium on, any debt security of that series when due;
|
•
|
failure to perform any other covenant or warranty in such indenture (other than a term, covenant or warranty a default in whose performance or whose breach is specifically dealt with elsewhere in the Event of Default section or which has expressly been included in the applicable indenture solely for the benefit of a series of debt securities other than that series) that continues for 60 days after written notice is given to NuStar Logistics by the Trustee or to NuStar Logistics and the Trustee by the holders of at least 25% in principal amount of the outstanding debt securities of the series, specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the applicable indenture;
|
•
|
failure to pay any indebtedness of NuStar Logistics for borrowed money or guarantee in excess of $25 million, whether at final maturity (after the expiration of any applicable grace periods) or upon acceleration of the maturity thereof, if such indebtedness is not discharged, or such acceleration is not annulled, within 10 days after written notice is given to NuStar Logistics by the Trustee or to NuStar Logistics and the Trustee by the holders of at least 25% in principal amount of the outstanding debt securities of the series, specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” under the applicable indenture;
|
•
|
certain events of bankruptcy, insolvency or reorganization of NuStar Logistics; or
|
•
|
any other Event of Default with respect to debt securities of that series included in such indenture or supplemental indenture.
|
•
|
to issue, register the transfer of or exchange debt securities of a series either during a period beginning 15 business days prior to the selection of debt securities of that series for redemption and ending on the close of business on the day of mailing of the relevant notice of redemption; or
|
•
|
to register the transfer of or exchange any debt security, or portion of any debt security, called for redemption, except the unredeemed portion of any debt security NuStar Logistics is redeeming in part.
|
•
|
a limited-purpose trust company organized under New York banking laws;
|
•
|
a “banking organization” within the meaning of the New York banking laws;
|
•
|
a member of the Federal Reserve System;
|
•
|
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
|
•
|
a “clearing agency” registered under the Securities Exchange Act.
|
•
|
hold securities for “participants;” and
|
•
|
facilitate the computerized settlement of securities transactions among participants through computerized electronic book-entry changes in participants’ accounts, thereby eliminating the need for the physical movement of securities certificates.
|
•
|
DTC notifies us that it is unwilling or unable to continue as depositary for the book-entry security or DTC ceases to be a clearing agency registered under the Exchange Act at a time when DTC is required to be so registered;
|
•
|
we execute and deliver to the applicable registrar, transfer agent, trustee and/or depositary an order complying with the requirements of the certificate, the indenture or any deposit agreement that the book-entry security will be so exchangeable; or
|
•
|
in the case of debt securities, an Event of Default with respect to the applicable series of debt securities has occurred and is continuing.
|
•
|
a book-entry security may not be transferred except as a whole book-entry security by or among DTC, a nominee of DTC and/or a successor depository appointed by us; and
|
•
|
DTC may not sell, assign or otherwise transfer any beneficial interest in a book-entry security unless the beneficial interest is in an amount equal to an authorized denomination for the securities evidenced by the book-entry security.
|
(1)
|
none of NuStar Energy, NuStar Logistics or NuPOP has elected, nor will elect, to be treated as a corporation; and
|
(2)
|
for each taxable year, more than 90% of NuStar Energy’s gross income has been and will be income of the type that Sidley Austin LLP has opined or will opine is “qualifying income” within the meaning of Section 7704(d) of the Code.
|
•
|
interest on indebtedness properly allocable to property held for investment;
|
•
|
our interest expense attributed to portfolio income; and
|
•
|
the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.
|
•
|
the net amount of our items of income, gain, deduction and loss to the extent such items are included or allowed in the determination of taxable income for the year and are attributable to our conduct of a trade or business within the United States, excluding certain specified types of passive investment income (such as capital gains and dividends, which are taxed at a rate of 20%) and certain payments made to the unitholder for services rendered to us; and
|
•
|
any gain recognized upon a disposition of common units to the extent such gain is attributable to Section 751 Assets, such as depreciation recapture and our “inventory items,” and is thus treated as ordinary income under Section 751 of the Code.
|
•
|
a short sale;
|
•
|
an offsetting notional principal contract; or
|
•
|
a futures or forward contract;
|
(1)
|
the name, address and taxpayer identification number of the beneficial owner and the nominee;
|
(2)
|
a statement regarding whether the beneficial owner is:
|
(a)
|
a person that is not a United States person,
|
(b)
|
a foreign government, an international organization or any wholly-owned agency or instrumentality of either of the foregoing, or
|
(c)
|
a tax-exempt entity;
|
(3)
|
the amount and description of units held, acquired or transferred for the beneficial owner; and
|
(4)
|
specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.
|
•
|
accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at “—Accuracy-Related Penalties,”
|
•
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for those persons otherwise entitled to deduct interest on federal tax deficiencies, nondeductibility of interest on any resulting tax liability, and
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in the case of a listed transaction, an extended statute of limitations.
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whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws;
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whether, in making the investment, that Plan will satisfy the diversification requirements of Section 404(a)(l)(C) of ERISA and any other applicable Similar Laws; and
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whether the investment will result in recognition of unrelated business taxable income by the Plan and, if so, the potential after-tax investment return. Please read “Material U.S. Federal Income Tax Consequences—Tax-Exempt Organizations and Other Investors.”
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the equity interests acquired by employee benefit plans or other arrangements described above are “publicly offered securities,” as defined in the regulations (i.e., the equity interests are widely held by 100 or more investors independent of the issuer and each other, freely transferable and registered under some provisions of the federal securities laws); or
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the entity is an “operating company,” as defined in the regulations (i.e., it is primarily engaged in the production or sale of a product or service other than the investment of capital either directly or through a majority owned subsidiary or subsidiaries); or
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less than 25% of the value of each class of equity interest, disregarding any such interests held by our general partner, its affiliates, and some other persons, is held by the employee benefit plans referred to above, IRAs and other employee benefit plans or arrangements subject to ERISA or Section 4975 of the Code.
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Citigroup
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BofA Securities
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J.P. Morgan
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Wells Fargo Securities
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BMO Capital Markets
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Barclays
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BBVA
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Mizuho Securities
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MUFG
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PNC Capital Markets LLC
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RBC Capital Markets
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Scotiabank
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SMBC Nikko
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TD Securities
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Truist Securities
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US Bancorp
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