Current Report Filing (8-k)
April 28 2017 - 12:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2017
NuStar GP Holdings, LLC
(Exact name of registrant as specified in its charter)
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Delaware
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001-32940
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85-0470977
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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19003
IH-10
West
San Antonio, Texas 78257
(Address of principal executive offices)
(210)
918-2000
(Registrants telephone number, including area code)
Not applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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 13(a) of the Exchange Act. ☐
Item 1.01.
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Entry Into a Material Definitive Agreement.
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IDR Waiver
On April 28, 2017, Riverwalk Logistics, L.P. (the General Partner), an indirect subsidiary of NuStar GP Holdings, LLC and the
general partner of NuStar Energy L.P. (NuStar Energy), entered into the Fifth Amended and Restated Agreement of Limited Partnership of NuStar Energy (the Partnership Agreement). The amendments made to the Fourth Amended and
Restated Agreement of Limited Partnership of NuStar Energy and reflected in the Partnership Agreement include, among other things, a waiver of quarterly distributions made to the General Partner, as holder of NuStar Energys incentive
distribution rights (IDRs), by the amount equal to the excess in available cash attributable to any common units of NuStar Energy issued from the date of the purchase agreement related to NuStar Energys recently announced, pending
acquisition of Navigator Energy Services, LLC (the Acquisition) through the end of the ten consecutive quarter period anticipated to begin with the distribution in respect of the second quarter of 2017, subject to an aggregate cap of
$22.0 million. If for any reason the Acquisition is not consummated, the waiver of distributions on the IDRs will not become effective.
The description of the Partnership Agreement contained in this Item 1.01 is qualified in its entirety by reference to the full text of the
Partnership Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Fifth Amended and Restated Agreement of Limited Partnership of NuStar Energy L.P. (incorporated by reference to Exhibit 3.1 to NuStar Energy L.P.s Current Report on
Form 8-K
filed April 28, 2017 (File
No. 001-16417)).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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NUSTAR GP HOLDINGS, LLC
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Date: April 28, 2017
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By:
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/s/ Amy L. Perry
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Name:
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Amy L. Perry
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Title:
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Senior Vice President, General CounselCorporate & Commercial Law and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Fifth Amended and Restated Agreement of Limited Partnership of NuStar Energy L.P. (incorporated by reference to Exhibit 3.1 to NuStar Energy L.P.s Current Report on
Form 8-K
filed April 28, 2017 (File
No. 001-16417)).
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4
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