NuStar Energy L.P. (NYSE: NS) (the “Partnership”) and NuStar GP
Holdings, LLC (NYSE: NSH) today announced that two leading proxy
advisory firms, Institutional Shareholder Services (ISS) and Glass
Lewis & Co., have recommended votes in favor of the proposed
merger of NSH with a wholly owned subsidiary of the Partnership
through a unit-for-unit exchange. The proposed merger will be
considered at the July 20, 2018 special meeting of NSH
unitholders.
The proposed transaction, announced in February 2018, would
result in the cancellation of the 2% economic general partner
interest in the Partnership, the incentive distribution rights in
the Partnership and approximately 10.2 million Partnership common
units currently owned by subsidiaries of NSH.
Under the terms of the definitive agreement, NSH unitholders
would receive 0.55 of a Partnership common unit in exchange for
each NSH unit they own at closing, representing a premium of
approximately 1.7% based on the closing prices of the Partnership’s
common units and of NSH’s units on February 7, 2018. The
transaction would result in approximately 23.6 million additional
common units being issued by the Partnership.
In connection with this transaction, William E. Greehey, the
Chairman of the Board of both NSH and the Partnership, who controls
approximately 21% of the outstanding NSH units, executed a support
agreement pursuant to which he has agreed to vote the NSH units
controlled by him in favor of the merger.
“As a result of the fundamental shift that has occurred in the
Master Limited Partnership (MLP) sector, the NS and NSH Boards
reached an agreement to simplify in a way that we believe will
allow us to best manage our business over the long term,” said Brad
Barron, president and chief executive officer of the Partnership
and NSH. “Simplifying our corporate structure and eliminating
incentive distribution rights will lower our cost of capital and
create a more efficient and transparent structure. And, we believe
this merger is critical to the implementation of a comprehensive
plan we launched earlier this year to position NuStar for long-term
financial strength, which will allow NuStar to successfully
de-lever and deliver strong, sustainable distribution
coverage."
Board Chairman Bill Greehey agreed. “As the largest unitholder
of NSH, I would not recommend the simplification if I did not truly
believe that it will significantly improve the company’s long-term
health, as well as long-term unitholder value,” said Greehey. “I
have always been a buyer of NSH and have never sold a unit. And I
will continue to buy NuStar units.”
About NuStar Energy L.P. and NuStar GP Holdings, LLC
NuStar Energy L.P., a publicly traded master limited partnership
based in San Antonio, is one of the largest independent liquids
terminal and pipeline operators in the nation. NuStar currently has
more than 9,400 miles of pipeline and 82 terminal and storage
facilities that store and distribute crude oil, refined products
and specialty liquids. The partnership’s combined system has more
than 97 million barrels of storage capacity, and NuStar has
operations in the United States, Canada, Mexico, the Netherlands,
including St. Eustatius in the Caribbean, and the United Kingdom.
For more information, visit NuStar Energy L.P.’s website at
www.nustarenergy.com.
NuStar GP Holdings, LLC is a publicly traded limited liability
company that owns the general partner interest, an approximate 11
percent common limited partner interest and the incentive
distribution rights in NuStar Energy L.P. For more information,
visit NuStar GP Holdings, LLC’s website at
www.nustargpholdings.com.
Important Information for Investors and Unitholders
On February 7, 2018, the Partnership, Riverwalk Logistics, L.P.,
NuStar GP, LLC, Marshall Merger Sub LLC, a wholly owned subsidiary
of the Partnership (“Merger Sub”), Riverwalk Holdings, LLC and NSH
entered into an Agreement and Plan of Merger pursuant to which
Merger Sub will merge with and into NSH with NSH being the
surviving entity, such that the Partnership will be the sole member
of NSH following the merger. In connection with the proposed
merger, the Partnership has filed a registration statement
(Registration No. 333-223671), which includes its preliminary
prospectus, a preliminary proxy statement of NSH and other
materials, with the Securities and Exchange Commission (the “SEC”).
The registration statement was declared effective by the SEC on
June 15, 2018 and the definitive proxy statement/prospectus has
been mailed to NSH unitholders. INVESTORS AND UNITHOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PARTNERSHIP, NSH AND THE PROPOSED
TRANSACTION. The information in this communication is for
informational purposes only and is neither an offer to purchase,
nor an offer to sell, subscribe for or buy any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to or in connection with the proposed transactions or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law. Investors
and unitholders may obtain a free copy of the proxy
statement/prospectus and other documents (when available)
containing important information about the Partnership and NSH
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by the Partnership will
be available free of charge on the Partnership’s website at
www.nustarenergy.com under the tab “Investors” or by contacting the
Partnership’s Investor Relations at
investorrelations@nustarenergy.com. Copies of the documents filed
with the SEC by NSH will be available free of charge on NSH’s
website at www.nustargpholdings.com under the tab “Investors” or by
contacting NSH’s investor relations at
investorrelations@nustarenergy.com.
The Partnership and its general partner, the directors and
certain of the executive officers of NuStar GP, LLC and NSH and its
directors and certain of its executive officers may be deemed to be
participants in the solicitation of proxies from the unitholders of
NSH in connection with the proposed merger. Information about the
directors and executive officers of NuStar GP, LLC is set forth in
the Partnership’s Annual Report on Form 10-K for the year ended
December 31, 2017 and subsequent statements of changes in
beneficial ownership on file with the SEC. Information about the
directors and executive officers of NSH is set forth in NSH’s
Annual Report on Form 10-K for the year ended December 31, 2017 and
subsequent statements of changes in beneficial ownership on file
with the SEC. These documents can be obtained free of charge from
the sources listed above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other
relevant materials filed or to be filed with the SEC.
Forward-Looking Statements
This press release includes “forward-looking statements” as
defined by the SEC. All statements, other than statements of
historical fact, included herein that address activities, events or
developments that the Partnership or NSH expects, believes or
anticipates will or may occur in the future, including the
anticipated benefits and other aspects of the proposed merger, are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially, including the possibility that the merger will
not be completed prior to the August 8, 2018 outside termination
date, the possibility that the required approvals by unitholders
and regulatory agencies may not be obtained, the possibility that
the anticipated benefits from the proposed merger cannot be fully
realized, the possibility that costs or difficulties related to
integration of the two companies will be greater than expected, the
impact of competition and other risk factors included in the
reports filed with the SEC by the Partnership or NSH. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates. Except as required
by law, neither the Partnership nor NSH intends to update or revise
its forward-looking statements, whether as a result of new
information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180716005517/en/
NuStar Energy, L.P., San AntonioInvestors, Chris Russell,
Treasurer and Vice President Investor RelationsInvestor Relations:
210-918-3507orMedia, Mary Rose Brown, Executive Vice President and
Chief Administrative Officer,Corporate Communications:
210-918-2314website: http://www.nustarenergy.com
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