Current Report Filing (8-k)
July 20 2018 - 2:07PM
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): July 20, 2018
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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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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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. ☐
Introductory Note
As previously disclosed, NuStar Energy L.P. (the Partnership), Riverwalk Logistics, L.P., the general partner of the Partnership
(the General Partner), NuStar GP, LLC, the general partner of the General Partner (NuStar GP), Marshall Merger Sub LLC, a wholly owned subsidiary of the Partnership (Merger Sub), NuStar GP Holdings, LLC
(NSH) and Riverwalk Holdings, LLC, a wholly owned subsidiary of NSH, entered into the Agreement and Plan of Merger, dated as of February 7, 2018 (the Merger Agreement). On July 20, 2018, the transactions
contemplated by the Merger Agreement closed, the merger became effective, Merger Sub merged with and into NSH and the separate existence of Merger Sub ceased and NSH survived as a wholly owned subsidiary of the Partnership (the Merger).
At the effective time of the Merger, each outstanding unit representing a membership interest in NSH (NSH unit) was cancelled
and converted into the right to receive 0.55 of a common unit representing a limited partner interest in the Partnership (Common Unit). No fractional Common Units were issued in the Merger; instead, each holder of NSH units otherwise
entitled to receive a fractional Common Unit will receive cash in lieu of such fractional Common Unit. Furthermore, the 10,214,626 Common Units owned by subsidiaries of NSH were cancelled by the Partnership and cease to exist.
Item 1.02
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Termination of a Material Definitive Agreement.
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On July 20, 2018, at the effective
time of the Merger, NSHs Revolving Credit Agreement, dated as of June 28, 2013, as amended, by and among NSH, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the Credit
Agreement), terminated and NSH repaid in full the outstanding balance under the Credit Agreement.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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In connection with the completion of the Merger, NSH (i) notified the New York Stock Exchange (the NYSE) on July 20, 2018
that the Merger was effective and that each outstanding NSH unit was converted into the right to receive 0.55 of a Common Unit and (ii) requested that the NYSE file a notification of removal from listing on Form 25 with the Securities and
Exchange Commission with respect to the NSH units. The trading of NSH units on the NYSE will be suspended from trading before the opening of the market on July 23, 2018.
Item 3.03
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Material Modification to Rights of Security Holders.
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The information included under the
Introductory Note of this Current Report on Form
8-K
is incorporated by reference into this Item 3.03.
Item 5.01
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Changes in Control of Registrant.
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As a result of the Merger, on July 20, 2018, NSH
became a wholly owned subsidiary of the Partnership.
The information included under the Introductory Note of this Current Report on Form
8-K
is incorporated by reference into this Item 5.01.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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In connection with the Merger, on July 20, 2018, William E. Greehey, Bradley C. Barron, William B. Burnett, James F. Clingman, Jr. and
Jelynne LeBlanc-Burley were removed as directors of NSH and ceased to be on any committee of the board of directors of NSH. Immediately following the effective time of the Merger, Bradley C. Barron, Thomas R. Shoaf and Amy L. Perry became directors
of NSH. Mr. Barron, Mr. Shoaf and Ms. Perry are executive officers of NSH and NuStar GP. There were no prior arrangements or understandings between Mr. Barron, Mr. Shoaf or Ms. Perry and any other persons pursuant to
which Mr. Barron, Mr. Shoaf and Ms. Perry were selected as directors of NSH and they will not be separately compensated for their services as directors of NSH.
2
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Special Meeting of NSH
unitholders (the Special Meeting) held on July 20, 2018, NSH unitholders approved the adoption of the Merger Agreement. The vote tabulation is set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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28,118,096
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648,334
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60,637
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On July 20, 2018, the Partnership and NSH issued a joint press
release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
On July 20, 2018, the Partnership and NSH issued a joint press release announcing the closing of the Merger. A copy of the joint press
release is filed as Exhibit 99.2 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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3
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: July 20, 2018
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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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