CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization and Operations
NuStar Energy L.P. (NYSE: NS) is a publicly held Delaware limited partnership engaged in the transportation of petroleum products and anhydrous ammonia, the terminalling and storage of petroleum products and the marketing of petroleum products. Unless otherwise indicated, the terms “NuStar Energy,” “NS,” “the Partnership,” “we,” “our” and “us” are used in this report to refer to NuStar Energy L.P., to one or more of our consolidated subsidiaries or to all of them taken as a whole. NuStar GP Holdings, LLC (NuStar GP Holdings or NSH) (NYSE: NSH) owns our general partner, Riverwalk Logistics, L.P., and owns an approximate
13%
common limited partner interest in us as of
March 31, 2017
.
We conduct our operations through our subsidiaries, primarily NuStar Logistics, L.P. (NuStar Logistics) and NuStar Pipeline Operating Partnership L.P. (NuPOP). We have
three
business segments: pipeline, storage and fuels marketing.
Recent Developments
Navigator Acquisition and Financing Transactions.
On May 4, 2017, we completed the acquisition of Navigator Energy Services, LLC for approximately
$1.475 billion
(the Navigator Acquisition), subject to customary adjustments at and following closing. In order to fund the purchase price, we issued
14,375,000
common units for net proceeds of
$657.5 million
, issued
$550.0 million
of
5.625%
senior notes for net proceeds of
$543.8 million
and issued
15,400,000
of our
7.625%
Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Series B Preferred Units) for net proceeds of
$372.2 million
. Please refer to Note 14 for further discussion.
Axeon Term Loan.
On February 22, 2017, we settled and terminated the
$190.0 million
term loan to Axeon Specialty Products, LLC (the Axeon Term Loan), pursuant to which we also provided credit support, such as guarantees, letters of credit and cash collateral, as applicable, of up to
$125.0 million
to Axeon Specialty Products, LLC (Axeon). We received
$110.0 million
in settlement of the Axeon Term Loan, and our obligation to provide ongoing credit support to Axeon ceased. Please refer to Note 5 for further discussion of the Axeon Term Loan and credit support.
Basis of Presentation
These unaudited condensed consolidated financial statements include the accounts of the Partnership and subsidiaries in which the Partnership has a controlling interest. Inter-partnership balances and transactions have been eliminated in consolidation.
These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and all disclosures are adequate. All such adjustments are of a normal recurring nature unless disclosed otherwise. Financial information for the
three
months ended
March 31, 2017
and
2016
included in these Condensed Notes to Consolidated Financial Statements is derived from our unaudited condensed consolidated financial statements. Operating results for the
three
months ended
March 31, 2017
are not necessarily indicative of the results that may be expected for the year ending
December 31, 2017
. The consolidated balance sheet as of
December 31, 2016
has been derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended
December 31, 2016
.
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
2. NEW ACCOUNTING PRONOUNCEMENTS
Defined Benefit Plans
In March 2017, the Financial Accounting Standards Board (FASB) issued amended guidance that changes the presentation of net periodic pension cost related to defined benefit plans. Under the amended guidance, the service cost component of net periodic benefit cost will be presented in the same income statement line items as other current employee compensation costs, but the remaining components of net periodic benefit cost will be presented outside of operating income. The changes are effective for annual and interim periods beginning after December 15, 2017, and amendments should be applied retrospectively. We will adopt these provisions January 1, 2018, and we do not expect the guidance to have a material impact on our financial position, results of operations or disclosures.
Goodwill
In January 2017, the FASB issued amended guidance that simplifies the accounting for goodwill impairment by eliminating step 2 of the goodwill impairment test. Under the amended guidance, goodwill impairment will be measured as the excess of the reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill for that reporting unit. The changes are effective for annual and interim periods beginning after December 15, 2019, and amendments should be applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017, and we are currently evaluating whether we will adopt these provisions early. Regardless of our decision, we do not expect the guidance to have a material impact on our financial position, results of operations or disclosures.
Definition of a Business
In January 2017, the FASB issued amended guidance that clarifies the definition of a business used in evaluating whether a set of transferred assets and activities constitutes a business. Under the amended guidance, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of transferred assets and activities would not represent a business. To be considered a business, the set of assets transferred is also required to include at least one substantive process that together significantly contribute to the ability to create outputs. In addition, the amended guidance narrows the definition of outputs to be consistent with how outputs are described in the new revenue recognition standard. The changes are effective for annual and interim periods beginning after December 15, 2017, and amendments should be applied prospectively. We are currently evaluating whether we will early adopt these provisions. We do not expect the guidance to have a material impact on our financial position, results of operations or disclosures.
Statement of Cash Flows
In August 2016, the FASB issued amended guidance that clarifies how entities should present certain cash receipts and cash payments on the statement of cash flows, including but not limited to debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and distributions received from equity method investees. The changes are effective for annual and interim periods beginning after December 15, 2017, and amendments should be applied retrospectively. We will adopt these provisions January 1, 2018, and we do not expect the guidance to have a material impact on our statements of cash flows or disclosures.
Credit Losses
In June 2016, the FASB issued amended guidance that requires the use of a “current expected loss” model for financial assets measured at amortized cost and certain off-balance sheet credit exposures. Under this model, entities will be required to estimate the lifetime expected credit losses on such instruments based on historical experience, current conditions, and reasonable and supportable forecasts. This amended guidance also expands the disclosure requirements to enable users of financial statements to understand an entity’s assumptions, models and methods for estimating expected credit losses. The changes are effective for annual and interim periods beginning after December 15, 2019, and amendments should be applied using a modified retrospective approach. We currently expect to adopt the amended guidance on January 1, 2020 and are assessing the impact of this amended guidance on our financial position, results of operations and disclosures. We plan to provide additional information about the expected financial impact at a future date.
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Leases
In February 2016, the FASB issued amended guidance that requires lessees to recognize the assets and liabilities that arise from most leases on the balance sheet. For lessors, this amended guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The changes are effective for annual and interim periods beginning after December 15,
2018, and amendments should be applied using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with the option to use certain expedients. We currently expect to adopt these provisions on January 1, 2019. We have initiated a project to assess the impact of this amended guidance on our financial position, results of operations, disclosures and internal controls and plan to provide additional information about the expected financial impact at a future date.
Financial Instruments
In January 2016, the FASB issued new guidance that addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The changes are effective for annual and interim periods beginning after December 15, 2017, and amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We will adopt these provisions January 1, 2018, and we do not expect the guidance to have a material impact on our financial position, results of operations or disclosures.
Revenue Recognition
In May 2014, the FASB and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard. In August 2015, the FASB deferred the effective date by one year. The standard is now effective for public entities for annual and interim periods beginning after December 15, 2017, using one of two retrospective transition methods. Early adoption is permitted, but not before the original effective date. The FASB has subsequently issued several updates that amend and/or clarify the new revenue recognition standard. We expect to complete implementation of the new revenue recognition standard by the end of 2017. Based on our analysis completed to date, we do not believe the standard will significantly impact the amount or timing of revenues recognized under the vast majority of our revenue contracts. We currently expect to adopt the new guidance using the modified retrospective approach, under which the cumulative effect of initially applying the new guidance is recognized as an adjustment to the opening balance of retained earnings, in the first quarter of 2018. We are continuing to evaluate the impact of this new guidance on our financial position, results of operations and disclosures, including customer contracts associated with our recently closed Navigator Acquisition.
3. DEBT
Revolving Credit Agreement
During the
three
months ended
March 31, 2017
, the balance under our
$1.5 billion
five
-year revolving credit agreement (the Revolving Credit Agreement) decreased by
$64.3 million
. The Revolving Credit Agreement matures on October 29, 2019 and bears interest, at our option, based on an alternative base rate, a LIBOR-based rate or a EURIBOR-based rate. The interest rate on the Revolving Credit Agreement is subject to adjustment if our debt rating is downgraded (or upgraded) by certain credit rating agencies. As of
March 31, 2017
, our weighted-average interest rate related to borrowings under the Revolving Credit Agreement was
2.6%
, and we had
$774.6 million
outstanding.
As of
March 31, 2017
,
our consolidated debt coverage ratio (as defined in the Revolving Credit Agreement) could not exceed 5.50-to-1.00
. The requirement not to exceed a maximum consolidated debt coverage ratio may limit the amount we can borrow under the Revolving Credit Agreement to an amount less than the total amount available for borrowing. As of
March 31, 2017
, letters of credit issued under the Revolving Credit Agreement totaled
$8.1 million
, and we had
$717.2 million
available for borrowing. We believe that we are in compliance with the covenants in the Revolving Credit Agreement as of
March 31, 2017
.
Gulf Opportunity Zone Revenue Bonds
In 2008, 2010 and 2011, the Parish of St. James, Louisiana issued, pursuant to the Gulf Opportunity Zone Act of 2005, an aggregate
$365.4 million
of tax-exempt revenue bonds (the GoZone Bonds) associated with our St. James, Louisiana terminal expansions. The GoZone Bonds bear interest based on a weekly tax-exempt bond market interest rate, and interest is paid monthly. The weighted-average interest rate was
0.9%
as of
March 31, 2017
. Following the issuances, the proceeds were deposited with a trustee and are disbursed to us upon our request for reimbursement of expenditures related to our St. James terminal expansions. We include the amount remaining in trust in “Other long-term assets, net,” and we include the amount of bonds issued in “Long-term debt” on the consolidated balance sheets. For the
three
months ended
March 31, 2017
, we did not receive any proceeds from the trustee, and as of
March 31, 2017
, the amount remaining in trust totaled
$42.4 million
.
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Receivables Financing Agreement
NuStar Energy and NuStar Finance LLC (NuStar Finance), a special purpose entity and wholly owned subsidiary of NuStar Energy, are parties to a
$125.0 million
receivables financing agreement with third-party lenders (the Receivables Financing Agreement) and agreements with certain of NuStar Energy’s wholly owned subsidiaries (collectively with the Receivables Financing Agreement, the Securitization Program). NuStar Finance’s sole business consists of purchasing receivables from certain of NuStar Energy’s wholly owned subsidiaries and providing these receivables as collateral under the Securitization Program. NuStar Finance is a separate legal entity and the assets of NuStar Finance, including these accounts receivable, are not available to satisfy the claims of creditors of NuStar Energy, its subsidiaries selling receivables under the Securitization Program or their affiliates.
The amount available for borrowing is based on the availability of eligible receivables and other customary factors and conditions.
Borrowings by NuStar Finance under the Receivables Financing Agreement bear interest at either the applicable commercial paper rate or the applicable bank rate, each as defined under the Receivables Financing Agreement.
The Securitization Program has an initial termination date of June 15, 2018, with the option to renew for additional 364-day periods thereafter.
As of
March 31, 2017
,
$97.3 million
of our accounts receivable are included in the Securitization Program. The amount of borrowings outstanding under the Receivables Financing Agreement totaled
$61.0 million
as of
March 31, 2017
, which is included in “Long-term debt” on the consolidated balance sheet.
4. COMMITMENTS AND CONTINGENCIES
We have contingent liabilities resulting from various litigation, claims and commitments. We record accruals for loss contingencies when losses are considered probable and can be reasonably estimated. Legal fees associated with defending the Partnership in legal matters are expensed as incurred. We have
no
accrual for contingent losses as of
March 31, 2017
and
December 31, 2016
. The amount that will ultimately be paid may differ from the recorded accruals, and the timing of such payments is uncertain. In addition, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our results of operations, financial position or liquidity.
5. FAIR VALUE MEASUREMENTS
We segregate the inputs used in measuring fair value into three levels: Level 1, defined as observable inputs, such as quoted prices for identical assets or liabilities in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets that are not active; and Level 3, defined as unobservable inputs for which little or no market data exists. We consider counterparty credit risk and our own credit risk in the determination of all estimated fair values.
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Recurring Fair Value Measurements
The following assets and liabilities are measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
(Thousands of Dollars)
|
|
Assets:
|
|
|
|
|
|
|
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
Product imbalances
|
$
|
4,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,706
|
|
|
Commodity derivatives
|
—
|
|
|
510
|
|
|
—
|
|
|
510
|
|
|
Other long-term assets, net:
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
1,440
|
|
|
—
|
|
|
1,440
|
|
|
Total
|
$
|
4,706
|
|
|
$
|
1,950
|
|
|
$
|
—
|
|
|
$
|
6,656
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accrued liabilities:
|
|
|
|
|
|
|
|
|
Product imbalances
|
$
|
(3,953
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,953
|
)
|
|
Commodity derivatives
|
(686
|
)
|
|
(510
|
)
|
|
—
|
|
|
(1,196
|
)
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
(2,719
|
)
|
|
—
|
|
|
(2,719
|
)
|
|
Total
|
$
|
(4,639
|
)
|
|
$
|
(3,229
|
)
|
|
$
|
—
|
|
|
$
|
(7,868
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
(Thousands of Dollars)
|
|
Assets:
|
|
|
|
|
|
|
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
Product imbalances
|
$
|
1,551
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,551
|
|
|
Commodity derivatives
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
|
Other long-term assets, net:
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
1,314
|
|
|
—
|
|
|
1,314
|
|
|
Total
|
$
|
1,551
|
|
|
$
|
1,469
|
|
|
$
|
—
|
|
|
$
|
3,020
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accrued liabilities:
|
|
|
|
|
|
|
|
|
Product imbalances
|
$
|
(1,577
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,577
|
)
|
|
Commodity derivatives
|
(4,887
|
)
|
|
(165
|
)
|
|
—
|
|
|
(5,052
|
)
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
Guarantee liability
|
—
|
|
|
—
|
|
|
(1,230
|
)
|
|
(1,230
|
)
|
|
Interest rate swaps
|
—
|
|
|
(2,632
|
)
|
|
—
|
|
|
(2,632
|
)
|
|
Total
|
$
|
(6,464
|
)
|
|
$
|
(2,797
|
)
|
|
$
|
(1,230
|
)
|
|
$
|
(10,491
|
)
|
Product Imbalances.
Since we value our assets and liabilities related to product imbalances using quoted market prices in active markets as of the reporting date, we include these product imbalances in Level 1 of the fair value hierarchy.
Commodity Derivatives.
We base the fair value of certain of our commodity derivative instruments on quoted prices on an exchange; accordingly, we include these items in Level 1 of the fair value hierarchy. We also have derivative instruments for which we determine fair value using industry pricing services and other observable inputs, such as quoted prices on an exchange for similar derivative instruments, and we include these derivative instruments in Level 2 of the fair value hierarchy. See Note 6 for a discussion of our derivative instruments.
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Interest Rate Swaps.
Because
we estimate the fair value of our forward-starting interest rate swaps using discounted cash flows, which use observable inputs such as time to maturity and market interest rates, we include these interest rate swaps in Level 2 of the fair value hierarchy.
Guarantees.
In 2014, we sold our remaining
50%
ownership interest in Axeon and agreed to provide them with credit support, such as guarantees, letters of credit and cash collateral, as applicable, of up to
$125.0 million
. As of
December 31, 2016
, we provided guarantees totaling
$54.1 million
, and
one
guarantee that did not specify a maximum amount. Our estimate of the fair value was based on significant inputs not observable in the market and thus fell within Level 3 of the fair value hierarchy. In conjunction with the termination of the Axeon Term Loan discussed in the following section, our obligation to provide credit support to Axeon ceased.
Fair Value of Financial Instruments
We recognize cash equivalents, receivables, payables and debt in our consolidated balance sheets at their carrying amounts. The fair values of these financial instruments, except for long-term debt, approximate their carrying amounts.
The estimated fair values and carrying amounts of the long-term debt and the Axeon Term Loan were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|
|
Long-term Debt
|
|
Long-term Debt
|
|
Axeon Term Loan
|
|
|
(Thousands of Dollars)
|
|
Fair value
|
$
|
3,015,609
|
|
|
$
|
3,084,762
|
|
|
$
|
110,000
|
|
|
Carrying amount
|
$
|
2,951,980
|
|
|
$
|
3,014,364
|
|
|
$
|
110,000
|
|
Long-term Debt.
We estimated the fair value of our publicly traded senior notes based upon quoted prices in active markets; therefore, we determined that the fair value of our publicly traded senior notes falls in Level 1 of the fair value hierarchy. For our other debt, for which a quoted market price is not available, we estimated the fair value using a discounted cash flow analysis using current incremental borrowing rates for similar types of borrowing arrangements and determined that the fair value falls in Level 2 of the fair value hierarchy.
Axeon Term Loan.
In December 2016, Lindsay Goldberg LLC, the private investment firm that owned Axeon, informed us that they entered into an agreement to sell Axeon’s retail asphalt sales and distribution business (the Axeon Sale), and we entered into an agreement with Axeon (the Axeon Letter Agreement) to settle and terminate the Axeon Term Loan for
$110.0 million
upon closing of the Axeon Sale. Therefore, we reduced the carrying amount of the Axeon Term Loan to
$110.0 million
and reclassified the Axeon Term Loan from “Other long-term assets, net” to “Other current assets” on the consolidated balance sheet as of December 31, 2016. The Axeon Sale closed on February 22, 2017, at which time we received the
$110.0 million
payment in accordance with the Axeon Letter Agreement. Furthermore, the Axeon Term Loan and our obligation to provide ongoing credit support to Axeon all terminated concurrently on February 22, 2017.
6. DERIVATIVES AND RISK MANAGEMENT ACTIVITIES
We utilize various derivative instruments to manage our exposure to interest rate risk and commodity price risk. Our risk management policies and procedures are designed to monitor interest rates, futures and swap positions and over-the-counter positions, as well as physical commodity volumes, grades, locations and delivery schedules, to help ensure that our hedging activities address our market risks.
Interest Rate Risk
We are a party to certain interest rate swap agreements to manage our exposure to changes in interest rates, which include forward-starting interest rate swap agreements related to forecasted debt issuances in 2018 and 2020. We entered into these swaps in order to hedge the risk of changes in the interest payments attributable to changes in the benchmark interest rate during the period from the effective date of the swap to the issuance of the forecasted debt. Under the terms of the swaps, we pay a fixed rate and
receive a rate based on the three-month USD LIBOR
. These swaps qualify as cash flow hedges, and we designate them as such. We record the effective portion of mark-to-market adjustments as a component of “Accumulated other comprehensive income (loss)” (AOCI), and the amount in AOCI will be recognized in “Interest expense, net” as the forecasted interest payments occur or if the interest payments are probable not to occur. As of
March 31, 2017
and
December 31, 2016
, the aggregate notional amount of forward-starting interest rate swaps totaled
$600.0 million
.
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Commodity Price Risk
We are exposed to market risks related to the volatility of crude oil and refined product prices. In order to reduce the risk of commodity price fluctuations with respect to our crude oil and refined product inventories and related firm commitments to purchase and/or sell such inventories, we utilize commodity futures and swap contracts, which qualify, and we designate, as fair value hedges. Derivatives that are intended to hedge our commodity price risk, but fail to qualify as fair value or cash flow hedges, are considered economic hedges, and we record associated gains and losses in net income. Our risk management committee oversees our trading controls and procedures and certain aspects of commodity and trading risk management. Our risk management committee also reviews all new commodity and trading risk management strategies in accordance with our risk management policy, as approved by our board of directors.
The volume of commodity contracts is based on open derivative positions and represents the combined volume of our long and short open positions on an absolute basis, which totaled
1.4 million
barrels and
4.7 million
barrels as of
March 31, 2017
and
December 31, 2016
, respectively. We had
$0.7 million
and
$1.8 million
of margin deposits as of
March 31, 2017
and
December 31, 2016
, respectively.
The fair values of our derivative instruments included in our consolidated balance sheets were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
|
|
Balance Sheet Location
|
|
March 31,
2017
|
|
December 31,
2016
|
|
March 31,
2017
|
|
December 31,
2016
|
|
|
|
|
(Thousands of Dollars)
|
|
Derivatives Designated as
Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
Other long-term assets, net
|
|
$
|
1,440
|
|
|
$
|
1,314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Commodity contracts
|
Accrued liabilities
|
|
—
|
|
|
144
|
|
|
(852
|
)
|
|
(3,566
|
)
|
|
Interest rate swaps
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
(2,719
|
)
|
|
(2,632
|
)
|
|
Total
|
|
|
1,440
|
|
|
1,458
|
|
|
(3,571
|
)
|
|
(6,198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Not Designated
as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
Other current assets
|
|
786
|
|
|
265
|
|
|
(276
|
)
|
|
(110
|
)
|
|
Commodity contracts
|
Accrued liabilities
|
|
510
|
|
|
9,128
|
|
|
(854
|
)
|
|
(10,758
|
)
|
|
Total
|
|
|
1,296
|
|
|
9,393
|
|
|
(1,130
|
)
|
|
(10,868
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Derivatives
|
|
|
$
|
2,736
|
|
|
$
|
10,851
|
|
|
$
|
(4,701
|
)
|
|
$
|
(17,066
|
)
|
Certain of our derivative instruments are eligible for offset in the consolidated balance sheets and subject to master netting arrangements. Under our master netting arrangements, there is a legally enforceable right to offset amounts, and we intend to settle such amounts on a net basis. The following are the net amounts presented on the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Contracts
|
|
March 31,
2017
|
|
December 31,
2016
|
|
|
|
(Thousands of Dollars)
|
|
Net amounts of assets presented in the consolidated balance sheets
|
|
$
|
510
|
|
|
$
|
155
|
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
|
$
|
(1,196
|
)
|
|
$
|
(5,052
|
)
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
We recognize the impact of our commodity contracts on earnings in “Cost of product sales” on the condensed consolidated statements of comprehensive income, and that impact was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
(Thousands of Dollars)
|
|
Derivatives Designated as Fair Value Hedging Instruments:
|
|
|
|
|
Gain (loss) recognized in income on derivative
|
$
|
2,097
|
|
|
$
|
(1,012
|
)
|
|
(Loss) gain recognized in income on hedged item
|
(1,834
|
)
|
|
2,866
|
|
|
Gain recognized in income for ineffective portion
|
263
|
|
|
1,854
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
(Loss) gain recognized in income on derivative
|
$
|
(138
|
)
|
|
$
|
720
|
|
Our interest rate swaps had the following impact on earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
(Thousands of Dollars)
|
|
Derivatives Designated as Cash Flow Hedging Instruments:
|
|
|
|
|
Income (loss) recognized in other comprehensive income on derivative (effective portion)
|
$
|
39
|
|
|
$
|
(29,978
|
)
|
|
Loss reclassified from AOCI into interest expense, net (effective portion)
|
$
|
(1,799
|
)
|
|
$
|
(2,222
|
)
|
As of
March 31, 2017
, we expect to reclassify a loss of
$6.2 million
to “Interest expense, net” within the next twelve months associated with unwound forward-starting interest rate swaps.
7. RELATED PARTY TRANSACTIONS
Employee Transfer from NuStar GP, LLC.
On March 1, 2016, NuStar GP, LLC, the general partner of our general partner and a wholly owned subsidiary of NuStar GP Holdings, transferred and assigned to NuStar Services Company LLC (NuStar Services Co), a wholly owned subsidiary of NuStar Energy, all of NuStar GP, LLC’s employees and related benefit plans, programs, contracts and policies (the Employee Transfer). As a result of the Employee Transfer, we pay employee costs directly and sponsor the long-term incentive plan and other employee benefit plans. Please refer to Note 8 for a discussion of our employee benefit plans.
GP Services Agreement.
Prior to the Employee Transfer, our operations were managed by NuStar GP, LLC under a services agreement effective January 1, 2008, pursuant to which employees of NuStar GP, LLC performed services for our U.S. operations. Employees of NuStar GP, LLC provided services to us and NuStar GP Holdings; therefore, we reimbursed NuStar GP, LLC for all employee costs incurred prior to the Employee Transfer, other than the expenses allocated to NuStar GP Holdings, as summarized below:
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2016
|
|
|
(Thousands of Dollars)
|
|
Operating expenses
|
$
|
21,681
|
|
|
General and administrative expenses
|
$
|
10,420
|
|
In conjunction with the Employee Transfer, we entered into an Amended and Restated Services Agreement with NuStar GP, LLC, effective March 1, 2016 (the Amended GP Services Agreement).
The Amended GP Services Agreement provides that we will furnish administrative services necessary to conduct the business of NuStar GP Holdings. NuStar GP Holdings will compensate us for these services through an annual fee of $1.0 million, subject to adjustment based on the annual merit increase percentage applicable to our employees for the most recently completed fiscal year and for changes in level of service. The Amended GP Services Agreement will terminate on March 1, 2020 and will automatically renew for successive two-year terms, unless terminated by either party.
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
8. EMPLOYEE BENEFIT PLANS
Effective March 1, 2016, in connection with the Employee Transfer, we assumed sponsorship and responsibility for the defined benefit plans and defined contribution plans described below. Prior to the Employee Transfer, NuStar GP, LLC sponsored and maintained these employee benefit plans and we reimbursed all costs incurred by NuStar GP, LLC related to these employee benefit plans at cost.
The NuStar Pension Plan (the Pension Plan) is a qualified non-contributory defined benefit pension plan that provides eligible U.S. employees with retirement income as calculated under a cash balance formula. The NuStar Excess Pension Plan (the Excess Pension Plan) is a nonqualified deferred compensation plan that provides benefits to a select group of management or other highly compensated employees. The Pension Plan and Excess Pension Plan are collectively referred to as the Pension Plans.
We also sponsor a contributory medical benefits plan for U.S. employees that retired prior to April 1, 2014. For employees that retire on or after April 1, 2014, we provide partial reimbursement for eligible third-party health care premiums.
The following table summarizes the components of net periodic benefit costs for the Pension Plans and other postretirement benefits on a combined basis for periods prior to the Employee Transfer and after the Employee Transfer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Postretirement
Benefits
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
(Thousands of Dollars)
|
|
For the three months ended March 31:
|
|
|
|
|
|
|
|
|
Service cost
|
$
|
2,239
|
|
|
$
|
1,926
|
|
|
$
|
113
|
|
|
$
|
105
|
|
|
Interest cost
|
1,127
|
|
|
1,006
|
|
|
108
|
|
|
100
|
|
|
Expected return on assets
|
(1,603
|
)
|
|
(1,352
|
)
|
|
—
|
|
|
—
|
|
|
Amortization of prior service credit
|
(515
|
)
|
|
(517
|
)
|
|
(286
|
)
|
|
(286
|
)
|
|
Amortization of net loss
|
371
|
|
|
273
|
|
|
48
|
|
|
45
|
|
|
Net periodic benefit cost (income)
|
$
|
1,619
|
|
|
$
|
1,336
|
|
|
$
|
(17
|
)
|
|
$
|
(36
|
)
|
9. PARTNERS’ EQUITY
Partners’ Equity Activity
The following table summarizes changes to our partners’ equity (in thousands of dollars):
|
|
|
|
|
|
|
|
Balance as of December 31, 2016
|
$
|
1,611,617
|
|
|
Net income
|
57,940
|
|
|
Unit-based compensation expense
|
950
|
|
|
Other comprehensive income
|
3,763
|
|
|
Distributions to partners
|
(103,834
|
)
|
|
Other
|
(93
|
)
|
|
Balance as of March 31, 2017
|
$
|
1,570,343
|
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Accumulated Other Comprehensive Income (Loss)
The balance of and changes in the components included in AOCI were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
|
|
Cash Flow
Hedges
|
|
Pension and
Other
Postretirement
Benefits
|
|
Total
|
|
|
(Thousands of Dollars)
|
|
Balance as of January 1, 2017
|
$
|
(69,069
|
)
|
|
$
|
(22,258
|
)
|
|
$
|
(2,850
|
)
|
|
$
|
(94,177
|
)
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
Other comprehensive income before
reclassification adjustments
|
2,307
|
|
|
39
|
|
|
—
|
|
|
2,346
|
|
|
Net gain on pension costs reclassified into operating
expense
|
—
|
|
|
—
|
|
|
(286
|
)
|
|
(286
|
)
|
|
Net gain on pension costs reclassified into general and
administrative expense
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
(96
|
)
|
|
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
1,799
|
|
|
—
|
|
|
1,799
|
|
|
Other comprehensive income (loss)
|
2,307
|
|
|
1,838
|
|
|
(382
|
)
|
|
3,763
|
|
|
Balance as of March 31, 2017
|
$
|
(66,762
|
)
|
|
$
|
(20,420
|
)
|
|
$
|
(3,232
|
)
|
|
$
|
(90,414
|
)
|
Allocations of Net Income
Our partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the unitholders and general partner will receive. The partnership agreement also contains provisions for the allocation of net income to the unitholders and the general partner. Our net income for each quarterly reporting period is first allocated to the preferred limited partner unitholders in an amount equal to the earned distributions for the respective reporting period and then to the general partner in an amount equal to the general partner’s incentive distribution calculated based upon the declared distribution for the respective reporting period. We allocate the remaining net income or loss among the common unitholders (
98%
) and general partner (
2%
), as set forth in our partnership agreement.
The following table details the calculation of net income applicable to the general partner:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
(Thousands of Dollars, Except Percentage Data)
|
|
Net income attributable to NuStar Energy L.P.
|
$
|
57,940
|
|
|
$
|
57,401
|
|
|
Less preferred limited partner interest
|
4,813
|
|
|
—
|
|
|
Less general partner incentive distribution
|
12,912
|
|
|
10,805
|
|
|
Net income after general partner incentive distribution and preferred limited partner interest
|
40,215
|
|
|
46,596
|
|
|
General partner interest allocation
|
2
|
%
|
|
2
|
%
|
|
General partner interest allocation of net income
|
804
|
|
|
932
|
|
|
General partner incentive distribution
|
12,912
|
|
|
10,805
|
|
|
Net income applicable to general partner
|
$
|
13,716
|
|
|
$
|
11,737
|
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Cash Distributions
General and Common Limited Partners
. The following table reflects the allocation of total cash distributions to the general and common limited partners applicable to the period in which the distributions were earned:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
(Thousands of Dollars, Except Per Unit Data)
|
|
General partner interest
|
$
|
2,343
|
|
|
$
|
1,961
|
|
|
General partner incentive distribution
|
12,912
|
|
|
10,805
|
|
|
Total general partner distribution
|
15,255
|
|
|
12,766
|
|
|
Common limited partners’ distribution
|
101,913
|
|
|
85,285
|
|
|
Total cash distributions
|
$
|
117,168
|
|
|
$
|
98,051
|
|
|
|
|
|
|
|
Cash distributions per unit applicable to common limited partners
|
$
|
1.095
|
|
|
$
|
1.095
|
|
The following table summarizes information related to our quarterly cash distributions to our general and common limited partners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Cash
Distributions
Per Unit
|
|
Total Cash
Distributions
|
|
Record Date
|
|
Payment Date
|
|
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
|
March 31, 2017 (a)
|
|
$
|
1.095
|
|
|
$
|
117,168
|
|
|
May 8, 2017
|
|
May 12, 2017
|
|
December 31, 2016
|
|
$
|
1.095
|
|
|
$
|
98,971
|
|
|
February 8, 2017
|
|
February 13, 2017
|
|
|
|
|
(a)
|
The distribution was announced on
April 24, 2017
.
|
Series A Preferred Units.
On March 15, 2017, we paid a distribution of
$0.64930556
per Series A preferred unit to holders of record as of March 1, 2017 for distributions accumulated from the issuance date of November 25, 2016 up to the payment date, which totaled
$5.9 million
. On
April 24, 2017
, we announced a distribution of
$0.53125
per Series A preferred unit to be paid on June 15, 2017 to holders of record as of June 1, 2017.
10. NET INCOME PER UNIT
Basic and diluted net income per common unit is determined pursuant to the two-class method. Under this method, all earnings are allocated to our common limited partners and participating securities based on their respective rights to receive distributions earned during the period. Participating securities include our general partner interest and restricted units awarded under our long-term incentive plan.
We compute basic net income per common unit by dividing net income attributable to common units by the weighted-average number of common units outstanding during the period. We compute diluted net income per common unit by dividing net income attributable to our common limited partners by the sum of (i) the weighted-average number of common units outstanding during the period and (ii) the effect of dilutive potential common units outstanding during the period. Dilutive potential common units include contingently issuable performance units awarded under our long-term incentive plan.
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table details the calculation of net income per unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
(Thousands of Dollars,
Except Unit and Per Unit Data)
|
|
Net income attributable to NuStar Energy L.P.
|
$
|
57,940
|
|
|
$
|
57,401
|
|
|
Less: Distributions to general partner (including incentive
distribution rights)
|
15,255
|
|
|
12,766
|
|
|
Less: Distributions to common limited partners
|
101,913
|
|
|
85,285
|
|
|
Less: Distributions to preferred limited partners
|
4,813
|
|
|
—
|
|
|
Less: Distribution equivalent rights to restricted units
|
715
|
|
|
713
|
|
|
Distributions in excess of earnings
|
$
|
(64,756
|
)
|
|
$
|
(41,363
|
)
|
|
|
|
|
|
|
Net income attributable to common units:
|
|
|
|
|
Distributions to common limited partners
|
$
|
101,913
|
|
|
$
|
85,285
|
|
|
Allocation of distributions in excess of earnings
|
(63,461
|
)
|
|
(40,535
|
)
|
|
Total
|
$
|
38,452
|
|
|
$
|
44,750
|
|
|
|
|
|
|
|
Basic weighted-average common units outstanding
|
78,642,888
|
|
|
77,886,078
|
|
|
|
|
|
|
|
Diluted common units outstanding:
|
|
|
|
|
Basic weighted-average common units outstanding
|
78,642,888
|
|
|
77,886,078
|
|
|
Effect of dilutive potential common units
|
—
|
|
|
70,746
|
|
|
Diluted weighted-average common units outstanding
|
78,642,888
|
|
|
77,956,824
|
|
|
|
|
|
|
|
Basic and diluted net income per common unit
|
$
|
0.49
|
|
|
$
|
0.57
|
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
11. STATEMENTS OF CASH FLOWS
Changes in current assets and current liabilities were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
(Thousands of Dollars)
|
|
Decrease (increase) in current assets:
|
|
|
|
|
Accounts receivable
|
$
|
3,544
|
|
|
$
|
11,706
|
|
|
Receivable from related party
|
237
|
|
|
—
|
|
|
Inventories
|
1,658
|
|
|
(2,398
|
)
|
|
Other current assets
|
307
|
|
|
5,613
|
|
|
Increase (decrease) in current liabilities:
|
|
|
|
|
Accounts payable
|
(12,154
|
)
|
|
(3,370
|
)
|
|
Payable to related party, net
|
—
|
|
|
(1,575
|
)
|
|
Accrued interest payable
|
(6,301
|
)
|
|
(6,389
|
)
|
|
Accrued liabilities
|
(21,006
|
)
|
|
(16,859
|
)
|
|
Taxes other than income tax
|
(2,752
|
)
|
|
593
|
|
|
Income tax payable
|
(2,675
|
)
|
|
189
|
|
|
Changes in current assets and current liabilities
|
$
|
(39,142
|
)
|
|
$
|
(12,490
|
)
|
The above changes in current assets and current liabilities differ from changes between amounts reflected in the applicable consolidated balance sheets due to changes in the amounts accrued for capital expenditures and the effect of foreign currency translation.
Cash flows related to interest and income taxes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
(Thousands of Dollars)
|
|
Cash paid for interest, net of amount capitalized
|
$
|
42,146
|
|
|
$
|
41,079
|
|
|
Cash paid for income taxes, net of tax refunds received
|
$
|
4,828
|
|
|
$
|
2,742
|
|
12. SEGMENT INFORMATION
Our reportable business segments consist of pipeline, storage and fuels marketing. Our segments represent strategic business units that offer different services and products. We evaluate the performance of each segment based on its respective operating income, before general and administrative expenses and certain non-segmental depreciation and amortization expense. General and administrative expenses are not allocated to the operating segments since those expenses relate primarily to the overall management at the entity level. Our principal operations include the transportation of petroleum products and anhydrous ammonia, the terminalling and storage of petroleum products and the marketing of petroleum products. Intersegment revenues result from storage agreements with wholly owned subsidiaries of NuStar Energy at rates consistent with the rates charged to third parties for storage.
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Results of operations for the reportable segments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
(Thousands of Dollars)
|
|
Revenues:
|
|
|
|
|
Pipeline
|
$
|
121,240
|
|
|
$
|
118,873
|
|
|
Storage:
|
|
|
|
|
Third parties
|
143,488
|
|
|
146,384
|
|
|
Intersegment
|
3,943
|
|
|
6,015
|
|
|
Total storage
|
147,431
|
|
|
152,399
|
|
|
Fuels marketing
|
222,702
|
|
|
140,446
|
|
|
Consolidation and intersegment eliminations
|
(3,943
|
)
|
|
(6,015
|
)
|
|
Total revenues
|
$
|
487,430
|
|
|
$
|
405,703
|
|
|
|
|
|
|
|
Operating income (loss):
|
|
|
|
|
Pipeline
|
$
|
65,028
|
|
|
$
|
64,265
|
|
|
Storage
|
53,759
|
|
|
57,013
|
|
|
Fuels marketing
|
5,140
|
|
|
(773
|
)
|
|
Total segment operating income
|
123,927
|
|
|
120,505
|
|
|
General and administrative expenses
|
24,595
|
|
|
23,785
|
|
|
Other depreciation and amortization expense
|
2,193
|
|
|
2,155
|
|
|
Total operating income
|
$
|
97,139
|
|
|
$
|
94,565
|
|
Total assets by reportable segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2017
|
|
December 31,
2016
|
|
|
(Thousands of Dollars)
|
|
Pipeline
|
$
|
2,001,563
|
|
|
$
|
2,024,633
|
|
|
Storage
|
2,534,367
|
|
|
2,522,586
|
|
|
Fuels marketing
|
166,702
|
|
|
168,347
|
|
|
Total segment assets
|
4,702,632
|
|
|
4,715,566
|
|
|
Other partnership assets
|
192,784
|
|
|
314,979
|
|
|
Total consolidated assets
|
$
|
4,895,416
|
|
|
$
|
5,030,545
|
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
NuStar Energy has no operations and its assets consist mainly of its 100% indirectly owned subsidiaries, NuStar Logistics and NuPOP. The senior and subordinated notes issued by NuStar Logistics are fully and unconditionally guaranteed by NuStar Energy and NuPOP. As a result, the following condensed consolidating financial statements are presented as an alternative to providing separate financial statements for NuStar Logistics and NuPOP.
Condensed Consolidating Balance Sheets
March 31, 2017
(Thousands of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
746
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
26,453
|
|
|
$
|
—
|
|
|
$
|
27,205
|
|
|
Receivables, net
|
—
|
|
|
45
|
|
|
—
|
|
|
166,877
|
|
|
—
|
|
|
166,922
|
|
|
Inventories
|
—
|
|
|
1,958
|
|
|
4,307
|
|
|
30,842
|
|
|
—
|
|
|
37,107
|
|
|
Other current assets
|
175
|
|
|
8,813
|
|
|
4,776
|
|
|
8,668
|
|
|
—
|
|
|
22,432
|
|
|
Intercompany receivable
|
—
|
|
|
1,342,164
|
|
|
—
|
|
|
55,969
|
|
|
(1,398,133
|
)
|
|
—
|
|
|
Total current assets
|
921
|
|
|
1,352,986
|
|
|
9,083
|
|
|
288,809
|
|
|
(1,398,133
|
)
|
|
253,666
|
|
|
Property, plant and equipment, net
|
—
|
|
|
1,919,752
|
|
|
582,944
|
|
|
1,220,572
|
|
|
—
|
|
|
3,723,268
|
|
|
Intangible assets, net
|
—
|
|
|
65,598
|
|
|
—
|
|
|
54,262
|
|
|
—
|
|
|
119,860
|
|
|
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
376,532
|
|
|
—
|
|
|
696,637
|
|
|
Investment in wholly owned
subsidiaries
|
1,918,278
|
|
|
35,888
|
|
|
1,247,932
|
|
|
869,545
|
|
|
(4,071,643
|
)
|
|
—
|
|
|
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
1,743
|
|
|
—
|
|
|
1,743
|
|
|
Other long-term assets, net
|
1,165
|
|
|
62,050
|
|
|
28,318
|
|
|
8,709
|
|
|
—
|
|
|
100,242
|
|
|
Total assets
|
$
|
1,920,364
|
|
|
$
|
3,585,727
|
|
|
$
|
2,038,929
|
|
|
$
|
2,820,172
|
|
|
$
|
(5,469,776
|
)
|
|
$
|
4,895,416
|
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables
|
$
|
926
|
|
|
$
|
16,615
|
|
|
$
|
1,965
|
|
|
$
|
78,971
|
|
|
$
|
—
|
|
|
$
|
98,477
|
|
|
Short-term debt
|
—
|
|
|
72,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,000
|
|
|
Accrued interest payable
|
—
|
|
|
27,692
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
27,715
|
|
|
Accrued liabilities
|
777
|
|
|
6,722
|
|
|
12,370
|
|
|
19,644
|
|
|
—
|
|
|
39,513
|
|
|
Taxes other than income tax
|
—
|
|
|
4,259
|
|
|
4,555
|
|
|
4,095
|
|
|
—
|
|
|
12,909
|
|
|
Income tax payable
|
—
|
|
|
1,656
|
|
|
7
|
|
|
2,215
|
|
|
—
|
|
|
3,878
|
|
|
Intercompany payable
|
257,904
|
|
|
—
|
|
|
1,140,229
|
|
|
—
|
|
|
(1,398,133
|
)
|
|
—
|
|
|
Total current liabilities
|
259,607
|
|
|
128,944
|
|
|
1,159,126
|
|
|
104,948
|
|
|
(1,398,133
|
)
|
|
254,492
|
|
|
Long-term debt
|
—
|
|
|
2,891,290
|
|
|
—
|
|
|
60,690
|
|
|
—
|
|
|
2,951,980
|
|
|
Deferred income tax liability
|
—
|
|
|
1,861
|
|
|
13
|
|
|
20,571
|
|
|
—
|
|
|
22,445
|
|
|
Other long-term liabilities
|
—
|
|
|
35,139
|
|
|
10,261
|
|
|
50,756
|
|
|
—
|
|
|
96,156
|
|
|
Total partners’ equity
|
1,660,757
|
|
|
528,493
|
|
|
869,529
|
|
|
2,583,207
|
|
|
(4,071,643
|
)
|
|
1,570,343
|
|
|
Total liabilities and
partners’ equity
|
$
|
1,920,364
|
|
|
$
|
3,585,727
|
|
|
$
|
2,038,929
|
|
|
$
|
2,820,172
|
|
|
$
|
(5,469,776
|
)
|
|
$
|
4,895,416
|
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Condensed Consolidating Balance Sheets
December 31, 2016
(Thousands of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
870
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
35,067
|
|
|
$
|
—
|
|
|
$
|
35,942
|
|
|
Receivables, net
|
—
|
|
|
3,040
|
|
|
—
|
|
|
167,570
|
|
|
—
|
|
|
170,610
|
|
|
Inventories
|
—
|
|
|
2,216
|
|
|
2,005
|
|
|
33,724
|
|
|
—
|
|
|
37,945
|
|
|
Other current assets
|
61
|
|
|
120,350
|
|
|
1,829
|
|
|
10,446
|
|
|
—
|
|
|
132,686
|
|
|
Intercompany receivable
|
—
|
|
|
1,308,415
|
|
|
—
|
|
|
57,785
|
|
|
(1,366,200
|
)
|
|
—
|
|
|
Total current assets
|
931
|
|
|
1,434,026
|
|
|
3,834
|
|
|
304,592
|
|
|
(1,366,200
|
)
|
|
377,183
|
|
|
Property, plant and equipment, net
|
—
|
|
|
1,935,172
|
|
|
589,139
|
|
|
1,197,972
|
|
|
—
|
|
|
3,722,283
|
|
|
Intangible assets, net
|
—
|
|
|
71,033
|
|
|
—
|
|
|
56,050
|
|
|
—
|
|
|
127,083
|
|
|
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
376,532
|
|
|
—
|
|
|
696,637
|
|
|
Investment in wholly owned
subsidiaries
|
1,964,736
|
|
|
34,778
|
|
|
1,221,717
|
|
|
874,649
|
|
|
(4,095,880
|
)
|
|
—
|
|
|
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
2,051
|
|
|
—
|
|
|
2,051
|
|
|
Other long-term assets, net
|
1,255
|
|
|
63,586
|
|
|
28,587
|
|
|
11,880
|
|
|
—
|
|
|
105,308
|
|
|
Total assets
|
$
|
1,966,922
|
|
|
$
|
3,688,048
|
|
|
$
|
2,013,929
|
|
|
$
|
2,823,726
|
|
|
$
|
(5,462,080
|
)
|
|
$
|
5,030,545
|
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables
|
$
|
2,436
|
|
|
$
|
24,272
|
|
|
$
|
7,124
|
|
|
$
|
84,854
|
|
|
$
|
—
|
|
|
$
|
118,686
|
|
|
Short-term debt
|
—
|
|
|
54,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,000
|
|
|
Accrued interest payable
|
—
|
|
|
34,008
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
34,030
|
|
|
Accrued liabilities
|
1,070
|
|
|
7,118
|
|
|
10,766
|
|
|
41,531
|
|
|
—
|
|
|
60,485
|
|
|
Taxes other than income tax
|
125
|
|
|
6,854
|
|
|
3,253
|
|
|
5,453
|
|
|
—
|
|
|
15,685
|
|
|
Income tax payable
|
—
|
|
|
1,326
|
|
|
5
|
|
|
5,179
|
|
|
—
|
|
|
6,510
|
|
|
Intercompany payable
|
257,497
|
|
|
—
|
|
|
1,108,703
|
|
|
—
|
|
|
(1,366,200
|
)
|
|
—
|
|
|
Total current liabilities
|
261,128
|
|
|
127,578
|
|
|
1,129,851
|
|
|
137,039
|
|
|
(1,366,200
|
)
|
|
289,396
|
|
|
Long-term debt
|
—
|
|
|
2,956,338
|
|
|
—
|
|
|
58,026
|
|
|
—
|
|
|
3,014,364
|
|
|
Deferred income tax liability
|
—
|
|
|
1,862
|
|
|
13
|
|
|
20,329
|
|
|
—
|
|
|
22,204
|
|
|
Other long-term liabilities
|
—
|
|
|
34,358
|
|
|
9,436
|
|
|
49,170
|
|
|
—
|
|
|
92,964
|
|
|
Total partners’ equity
|
1,705,794
|
|
|
567,912
|
|
|
874,629
|
|
|
2,559,162
|
|
|
(4,095,880
|
)
|
|
1,611,617
|
|
|
Total liabilities and
partners’ equity
|
$
|
1,966,922
|
|
|
$
|
3,688,048
|
|
|
$
|
2,013,929
|
|
|
$
|
2,823,726
|
|
|
$
|
(5,462,080
|
)
|
|
$
|
5,030,545
|
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Condensed Consolidating Statements of Comprehensive Income
For the Three Months Ended
March 31, 2017
(Thousands of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
Revenues
|
$
|
—
|
|
|
$
|
123,629
|
|
|
$
|
52,241
|
|
|
$
|
311,847
|
|
|
$
|
(287
|
)
|
|
$
|
487,430
|
|
|
Costs and expenses
|
509
|
|
|
76,322
|
|
|
29,806
|
|
|
283,941
|
|
|
(287
|
)
|
|
390,291
|
|
|
Operating (loss) income
|
(509
|
)
|
|
47,307
|
|
|
22,435
|
|
|
27,906
|
|
|
—
|
|
|
97,139
|
|
|
Equity in earnings of subsidiaries
|
58,445
|
|
|
1,110
|
|
|
26,215
|
|
|
47,353
|
|
|
(133,123
|
)
|
|
—
|
|
|
Interest income (expense), net
|
4
|
|
|
(36,914
|
)
|
|
(1,304
|
)
|
|
1,800
|
|
|
—
|
|
|
(36,414
|
)
|
|
Other income, net
|
—
|
|
|
21
|
|
|
6
|
|
|
113
|
|
|
—
|
|
|
140
|
|
|
Income before income tax
expense
|
57,940
|
|
|
11,524
|
|
|
47,352
|
|
|
77,172
|
|
|
(133,123
|
)
|
|
60,865
|
|
|
Income tax expense
|
—
|
|
|
331
|
|
|
1
|
|
|
2,593
|
|
|
—
|
|
|
2,925
|
|
|
Net income
|
$
|
57,940
|
|
|
$
|
11,193
|
|
|
$
|
47,351
|
|
|
$
|
74,579
|
|
|
$
|
(133,123
|
)
|
|
$
|
57,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
$
|
57,940
|
|
|
$
|
13,031
|
|
|
$
|
47,351
|
|
|
$
|
76,504
|
|
|
$
|
(133,123
|
)
|
|
$
|
61,703
|
|
Condensed Consolidating Statements of Comprehensive Income
For the Three Months Ended
March 31, 2016
(Thousands of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
Revenues
|
$
|
—
|
|
|
$
|
126,578
|
|
|
$
|
47,985
|
|
|
$
|
231,476
|
|
|
$
|
(336
|
)
|
|
$
|
405,703
|
|
|
Costs and expenses
|
518
|
|
|
68,891
|
|
|
31,015
|
|
|
211,050
|
|
|
(336
|
)
|
|
311,138
|
|
|
Operating (loss) income
|
(518
|
)
|
|
57,687
|
|
|
16,970
|
|
|
20,426
|
|
|
—
|
|
|
94,565
|
|
|
Equity in earnings (loss) of
subsidiaries
|
57,922
|
|
|
(3,115
|
)
|
|
25,283
|
|
|
43,743
|
|
|
(123,833
|
)
|
|
—
|
|
|
Interest (expense) income, net
|
—
|
|
|
(39,632
|
)
|
|
1,508
|
|
|
8,352
|
|
|
(4,351
|
)
|
|
(34,123
|
)
|
|
Other income (expense), net
|
—
|
|
|
1
|
|
|
(17
|
)
|
|
(155
|
)
|
|
—
|
|
|
(171
|
)
|
|
Income before income tax
expense
|
57,404
|
|
|
14,941
|
|
|
43,744
|
|
|
72,366
|
|
|
(128,184
|
)
|
|
60,271
|
|
|
Income tax expense
|
3
|
|
|
346
|
|
|
2
|
|
|
2,519
|
|
|
—
|
|
|
2,870
|
|
|
Net income
|
$
|
57,401
|
|
|
$
|
14,595
|
|
|
$
|
43,742
|
|
|
$
|
69,847
|
|
|
$
|
(128,184
|
)
|
|
$
|
57,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
$
|
57,401
|
|
|
$
|
(13,161
|
)
|
|
$
|
43,742
|
|
|
$
|
82,825
|
|
|
$
|
(128,184
|
)
|
|
$
|
42,623
|
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Condensed Consolidating Statements of Cash Flows
For the
Three
Months Ended
March 31, 2017
(Thousands of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
Net cash provided by operating
activities
|
$
|
103,517
|
|
|
$
|
35,964
|
|
|
$
|
23,855
|
|
|
$
|
78,004
|
|
|
$
|
(157,360
|
)
|
|
$
|
83,980
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
—
|
|
|
(7,671
|
)
|
|
(1,761
|
)
|
|
(36,300
|
)
|
|
—
|
|
|
(45,732
|
)
|
|
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(4,908
|
)
|
|
(1,103
|
)
|
|
(809
|
)
|
|
—
|
|
|
(6,820
|
)
|
|
Proceeds from sale or disposition
of assets
|
—
|
|
|
1,833
|
|
|
6
|
|
|
20
|
|
|
—
|
|
|
1,859
|
|
|
Proceeds from Axeon term loan
|
—
|
|
|
110,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,000
|
|
|
Net cash provided by (used in) investing activities
|
—
|
|
|
99,254
|
|
|
(2,858
|
)
|
|
(37,089
|
)
|
|
—
|
|
|
59,307
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt borrowings
|
—
|
|
|
404,166
|
|
|
—
|
|
|
6,100
|
|
|
—
|
|
|
410,266
|
|
|
Debt repayments
|
—
|
|
|
(451,694
|
)
|
|
—
|
|
|
(3,500
|
)
|
|
—
|
|
|
(455,194
|
)
|
|
Distributions to preferred unitholders
|
(5,883
|
)
|
|
(2,941
|
)
|
|
(2,941
|
)
|
|
(2,942
|
)
|
|
8,824
|
|
|
(5,883
|
)
|
|
Distributions to common unitholders and general partner
|
(99,021
|
)
|
|
(49,511
|
)
|
|
(49,511
|
)
|
|
(49,514
|
)
|
|
148,536
|
|
|
(99,021
|
)
|
|
Net intercompany activity
|
3,196
|
|
|
(34,952
|
)
|
|
31,455
|
|
|
301
|
|
|
—
|
|
|
—
|
|
|
Decrease in cash book overdrafts
|
—
|
|
|
(283
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
|
Other, net
|
(1,933
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,935
|
)
|
|
Net cash used in financing activities
|
(103,641
|
)
|
|
(135,217
|
)
|
|
(20,997
|
)
|
|
(49,555
|
)
|
|
157,360
|
|
|
(152,050
|
)
|
|
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
Net (decrease) increase in cash
and cash equivalents
|
(124
|
)
|
|
1
|
|
|
—
|
|
|
(8,614
|
)
|
|
—
|
|
|
(8,737
|
)
|
|
Cash and cash equivalents as of the
beginning of the period
|
870
|
|
|
5
|
|
|
—
|
|
|
35,067
|
|
|
—
|
|
|
35,942
|
|
|
Cash and cash equivalents as of the
end of the period
|
$
|
746
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
26,453
|
|
|
$
|
—
|
|
|
$
|
27,205
|
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Condensed Consolidating Statements of Cash Flows
For the
Three
Months Ended
March 31, 2016
(Thousands of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
Net cash provided by operating
activities
|
$
|
97,539
|
|
|
$
|
7,958
|
|
|
$
|
18,028
|
|
|
$
|
129,635
|
|
|
$
|
(151,433
|
)
|
|
$
|
101,727
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
—
|
|
|
(28,899
|
)
|
|
(5,442
|
)
|
|
(11,835
|
)
|
|
—
|
|
|
(46,176
|
)
|
|
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(7,637
|
)
|
|
(74
|
)
|
|
(4,952
|
)
|
|
—
|
|
|
(12,663
|
)
|
|
Net cash used in investing activities
|
—
|
|
|
(36,536
|
)
|
|
(5,516
|
)
|
|
(16,787
|
)
|
|
—
|
|
|
(58,839
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt borrowings
|
—
|
|
|
296,089
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
302,089
|
|
|
Debt repayments
|
—
|
|
|
(219,709
|
)
|
|
—
|
|
|
(11,000
|
)
|
|
—
|
|
|
(230,709
|
)
|
|
Distributions to common unitholders and general partner
|
(98,051
|
)
|
|
(49,026
|
)
|
|
(49,025
|
)
|
|
(49,031
|
)
|
|
147,082
|
|
|
(98,051
|
)
|
|
Net intercompany activity
|
507
|
|
|
2,998
|
|
|
36,513
|
|
|
(44,369
|
)
|
|
4,351
|
|
|
—
|
|
|
Other, net
|
(1
|
)
|
|
(1,774
|
)
|
|
—
|
|
|
(7,029
|
)
|
|
—
|
|
|
(8,804
|
)
|
|
Net cash (used in) provided by
financing activities
|
(97,545
|
)
|
|
28,578
|
|
|
(12,512
|
)
|
|
(105,429
|
)
|
|
151,433
|
|
|
(35,475
|
)
|
|
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
4,642
|
|
|
—
|
|
|
4,642
|
|
|
Net (decrease) increase in cash and
cash equivalents
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
12,061
|
|
|
—
|
|
|
12,055
|
|
|
Cash and cash equivalents as of the
beginning of the period
|
885
|
|
|
4
|
|
|
—
|
|
|
117,973
|
|
|
—
|
|
|
118,862
|
|
|
Cash and cash equivalents as of the
end of the period
|
$
|
879
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
130,034
|
|
|
$
|
—
|
|
|
$
|
130,917
|
|
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
14. SUBSEQUENT EVENTS
Navigator Acquisition
On April 11, 2017, NuStar Logistics and NuStar Energy entered into a Membership Interest Purchase and Sale Agreement (the Acquisition Agreement) with FR Navigator Holdings LLC to acquire all of the issued and outstanding limited liability company interests in Navigator Energy Services, LLC (Navigator) for approximately
$1.475 billion
, subject to customary adjustments at and following closing.
Navigator owns and operates crude oil transportation, pipeline gathering and storage assets located in the Midland Basin of West Texas consisting of: (i) more than 500 miles of crude oil gathering and transportation pipelines with approximately 92,000 barrels per day ship-or-pay volume commitments and deliverability of approximately 412,000 barrels per day; (ii) a pipeline gathering system with more than 200 connected producer tank batteries capable of more than 400,000 barrels per day of pumping capacity covering over 500,000 dedicated acres with fixed fee contracts; and (iii) approximately 1.0 million barrels of crude oil storage capacity with 440,000 barrels contracted to third parties.
We closed on the Navigator Acquisition on May 4, 2017 and funded the purchase price with the net proceeds of the equity and debt issuances described below. The Navigator Acquisition broadens our geographic footprint by marking our entry into the Permian Basin and complements our existing asset base. We believe this acquisition provides a strong growth platform that, when coupled with our assets in the Eagle Ford region, solidifies our presence in two of the most prolific basins in the United States. Since we closed on this acquisition less than a week ago, we do not yet have the information necessary to complete the initial accounting for the Navigator Acquisition, but we plan to provide a preliminary purchase price allocation and related disclosures in our consolidated financial statements for the quarter ending June 30, 2017.
Our general partner amended and restated our partnership agreement in connection with the issuance of the Series B Preferred Units described below and the Navigator Acquisition to waive up to an aggregate
$22.0 million
of the quarterly incentive distributions to our general partner for any NS common units issued from the date of the Acquisition Agreement (other than those attributable to NS common units issued under any equity compensation plan) for
ten
consecutive quarters, starting with the second quarter of 2017.
Issuance of Common Units
On April 18, 2017, we issued
14,375,000
common units representing limited partner interests at a price of
$46.35
per unit. We used the net proceeds from this offering of
$657.5 million
, including a contribution of
$13.6 million
from our general partner to maintain its
2%
general partner interest, to fund a portion of the purchase price for the Navigator Acquisition.
Beginning with the distribution earned for the second quarter of 2017, our general partner will not receive incentive distributions with respect to these common units.
Issuance of
5.625%
Senior Notes
On April 28, 2017, NuStar Logistics issued
$550.0 million
of
5.625%
senior notes due April 28, 2027. We used the net proceeds of
$543.8 million
from the offering to fund a portion of the purchase price for the Navigator Acquisition and to pay related fees and expenses.
The interest on the
5.625%
senior notes is payable semi-annually in arrears on April 28 and October 28 of each year beginning on October 28, 2017. The
5.625%
senior notes do not have sinking fund requirements. These notes rank equally with existing senior unsecured indebtedness and senior to existing subordinated indebtedness of NuStar Logistics. The
5.625%
senior notes contain restrictions on NuStar Logistics’ ability to incur secured indebtedness unless the same security is also provided for the benefit of holders of the senior notes. In addition, the senior notes limit NuStar Logistics’ ability to incur indebtedness secured by certain liens, engage in certain sale-leaseback transactions and engage in certain consolidations, mergers or asset sales.
The
5.625%
senior notes are fully and unconditionally guaranteed by NuStar Energy and NuPOP.
At the option of NuStar Logistics, the
5.625%
senior notes may be redeemed in whole or in part at any time at a redemption price, plus accrued and unpaid interest to the redemption date.
If we undergo a change of control, followed by a ratings decline within 60 days of a change of control, each holder of the notes may require us to repurchase all or a portion of its notes at a price equal to 101% of the principal amount of the notes, plus any accrued and unpaid interest to the date of repurchase.
Issuance of Series B Preferred Units
On April 28, 2017
, we issued
15,400,000
of our
7.625%
Series B Preferred Units representing limited partner interests at a price of
$25.00
per unit. We used the net proceeds of
$372.2 million
from the issuance of the Series B Preferred Units to fund a portion of the purchase price for the Navigator Acquisition and to pay related fees and expenses.
Distributions on the Series B Preferred Units are payable out of any legally available funds, accrue and are cumulative from the date of original issuance of the Series B Preferred Units and are payable on the 15
th
day of each of March, June, September and
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
December of each year (beginning on September 15, 2017) to holders of record on the first day of each payment month. The initial distribution rate on the Series B Preferred Units to, but not including, June 15, 2022 is
7.625%
per annum of the
$25.00
liquidation preference per unit (equal to
$1.90625
per unit per annum). On and after June 15, 2022, distributions on the Series B Preferred Units accumulate at a percentage of the
$25.00
liquidation preference equal to an annual floating rate of the
three-month LIBOR plus a spread of 5.643%
. The Series B Preferred Units rank senior to our common units with respect to distribution rights and rights upon liquidation.
At any time on or after June 15, 2022, we may redeem our Series B Preferred Units, in whole or in part, at a redemption price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared. We may also redeem the Series B Preferred Units upon the occurrence of certain rating events or a change of control as defined in our partnership agreement. In the case of the latter instance, if we choose not to redeem the Series B Preferred Units, the preferred unitholders may have the ability to convert the Series B Preferred Units to common units at the then applicable conversion rate. Holders of the Series B Preferred Units have no voting rights except for certain exceptions set forth in our partnership agreement.