Current Report Filing (8-k)
November 22 2017 - 5:31PM
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): November 22, 2017
NuStar Energy L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16417
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74-2956831
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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On November 22, 2017, NuStar
Logistics, L.P. (Logistics) entered into that certain Third Amendment to Amended and Restated Revolving Credit Agreement dated as of November 22, 2017 among Logistics, NuStar Energy L.P. (the MLP), NuStar Pipeline
Operating Partnership L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (the Third Amendment). The Third Amendment amends that certain Amended and Restated Revolving Credit Agreement among Logistics,
as Borrower, the MLP, JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank and Mizuho Bank, Ltd., as
Co-Syndication
Agents, Wells Fargo Bank, National Association and PNC Bank, National
Association, as
Co-Documentation
Agents, and the lenders party thereto, as amended (the Credit Agreement) to exclude from the calculation of Consolidated Debt under the Credit Agreement the
aggregate principal amount outstanding (up to $402,500,000) of the Logistics 7.625%
Fixed-to-Floating
Rate Subordinated Notes due 2043 for the period from the date
of the Third Amendment through December 31, 2018.
Logistics and the MLP also are party to Letter of Credit Agreements with each of
Mizuho Bank, Ltd. (dated as of June 5, 2012, as amended), The Bank of Nova Scotia (dated as of June 5, 2013, as amended) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (dated as of September 3, 2014, as amended) (collectively, the
Letter of Credit Agreements). Pursuant to the terms of the Letter of Credit Agreements, the corresponding provisions in the Letter of Credit Agreements are deemed automatically amended to conform to the changes made by the Third
Amendment.
The above discussion is qualified in its entirety by the text of the Third Amendment, a copy of which is filed as Exhibit
10.01 to this Current Report on Form
8-K
and incorporated herein by reference.
Item 2.03 Creation of a
Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The description set forth above under Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Exhibit
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Exhibit 10.01
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Third Amendment to Amended and Restated Revolving Credit Agreement, dated as of November
22, 2017, among NuStar Logistics, L.P., NuStar Energy L.P., NuStar Pipeline Operating Partnership L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto.
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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 ENERGY L.P.
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By:
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Riverwalk Logistics, L.P.
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its general partner
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By:
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NuStar GP, LLC
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its general partner
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Date: November 22, 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 Counsel - Corporate & Commercial Law and Corporate Secretary
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