NuStar Energy L.P. (NYSE: NS) today announced that the board of
directors of NuStar GP, LLC, the general partner of its general
partner, has declared a special distribution of $0.212 per NuStar
Energy L.P. common unit (the “special
distribution”), to be paid on May 2, 2024 to holders of
record of NuStar Energy L.P. common units as of April 26, 2024.
Payment of the special distribution is subject to and conditioned
upon holders of NuStar Energy L.P.’s common units approving its
previously announced acquisition by Sunoco LP (NYSE: SUN) at NuStar
Energy L.P.’s special meeting, which will be held at 9:00 a.m.
Central Time on May 1, 2024, and the merger agreement with respect
to the acquisition not having been terminated. If approval of the
pending acquisition is not obtained at the special meeting
(including due to the special meeting being postponed, adjourned or
canceled) or the merger agreement with respect to the acquisition
is terminated, the special distribution will not be paid until a
date, and to holders of record, later determined by the board of
directors of NuStar GP, LLC, or it may not be paid at all. The
details of the special meeting have been outlined in the definitive
proxy statement filed by NuStar Energy L.P. on April 3, 2024 with
the Securities and Exchange Commission and mailed to holders of
common units entitled to notice of, and to vote at, the special
meeting.
NuStar Energy L.P. is an independent liquids terminal and
pipeline operator. NuStar Energy L.P. currently has approximately
9,500 miles of pipeline and 63 terminal and storage facilities that
store and distribute crude oil, refined products, renewable fuels,
ammonia and specialty liquids. The partnership’s combined system
has approximately 49 million barrels of storage capacity, and
NuStar Energy L.P. has operations in the United States and Mexico.
For more information, visit NuStar Energy L.P.’s website at
www.nustarenergy.com and its Sustainability page at
https://sustainability.nustarenergy.com/.
This release serves as qualified notice to nominees under
Treasury Regulation Sections 1.1446-4(b)(4) and (d) and 1.1446(f).
Please note that 100% of NuStar Energy L.P.’s distributions to
foreign investors are attributable to income that is effectively
connected with a United States trade or business. 100% of the
distribution is in excess of cumulative net income for purposes of
Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). Accordingly,
all of NuStar Energy L.P.’s distributions to foreign investors are
subject to federal income tax withholding at the highest effective
tax rate for individuals and corporations, as applicable. Nominees,
and not NuStar Energy L.P., are treated as the withholding agents
responsible for withholding on the distributions received by them
on behalf of foreign investors.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. 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.
Additional Information about the Merger and Where to Find
It
In connection with the proposed transaction between Sunoco and
NuStar, Sunoco filed a Registration Statement on February 26, 2024,
as amended on March 20, 2024
(https://www.sec.gov/Archives/edgar/data/1552275/000119312524072729/d464008ds4a.htm),
which includes a prospectus with respect to Sunoco’s units to be
issued in the proposed transaction and a proxy statement for
NuStar’s common unitholders (the “Proxy
Statement/Prospectus”), and each party may file other
documents regarding the proposed transaction with the SEC. The
Registration Statement was declared effective by the SEC on April
3, 2024. NuStar filed the Definitive Proxy Statement/Prospectus
with the SEC on April 3, 2024
(https://www.sec.gov/Archives/edgar/data/1110805/000119312524086017/d464008ddefm14a.htm),
and it was first mailed to NuStar common unitholders on or about
April 3, 2024. This communication is not a substitute for the
Registration Statement, Proxy Statement/Prospectus or any other
document that Sunoco or NuStar (as applicable) may file with the
SEC in connection with the proposed transaction. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF
SUNOCO AND NUSTAR ARE URGED TO READ THE REGISTRATION STATEMENT, THE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT
ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free copies of
the Registration Statement and the Proxy Statement/Prospectus, as
well as other filings containing important information about Sunoco
or NuStar, without charge at the SEC’s website, at
http://www.sec.gov. Copies of the documents filed with the SEC by
Sunoco will be available free of charge on Sunoco’s website at
https://www.sunocolp.com/investors. Copies of the documents filed
with the SEC by NuStar will be available free of charge on NuStar’s
website at https://investor.nustarenergy.com. The information
included on, or accessible through, Sunoco’s or NuStar’s website is
not incorporated by reference into this communication.
Participants in the Solicitation
Sunoco, NuStar and the directors and certain executive officers
of their respective general partners may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information about the directors and executive
officers of NuStar’s general partner is set forth in (i) NuStar’s
Definitive Proxy Statement/Prospectus for the transaction
(https://www.sec.gov/Archives/edgar/data/1110805/000119312524086017/d464008ddefm14a.htm),
which was filed with the SEC on April 3, 2024, including under the
headings “Units Beneficially Owned by Directors and Executive
Officers,” “Recommendation of the NuStar Managing GP Board and
Reasons for the Merger,” “Interests of NuStar Managing GP’s
Directors and Executive Officers in the Merger,” “Securities
Ownership of Certain Beneficial Owners and Management” and “Sunoco
GP Director,” (ii) NuStar’s proxy statement for its 2024 annual
meeting of unitholders
(https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1110805/000111080524000010/ns-20240306.htm),
which was filed with the SEC on March 6, 2024, including under the
sections entitled “Information About Our Executive Officers,”
“Compensation Discussion and Analysis,” “Summary Compensation
Table,” “Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding
Equity Awards,” “Option Exercises and Units Vested,” “Pension
Benefits,” “Nonqualified Deferred Compensation,” “Potential
Payments Upon Termination or Change of Control,” “Pay Versus
Performance,” “Director Compensation” and “Security Ownership,”
(iii) NuStar’s Annual Report on Form 10-K for the year ended
December 31, 2023
(https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1110805/000111080524000007/ns-20231231.htm),
which was filed with the SEC on February 22, 2024, including under
the sections entitled “Item. 10. Directors, Executive Officers and
Corporate Governance,” “Item 11. Executive Compensation,” “Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Unitholder Matters” and “Item 13. Certain Relationships and
Related Transactions and Director Independence” and (iv) subsequent
statements of changes in beneficial ownership on file with the SEC.
Information about the directors and executive officers of Sunoco’s
general partner is set forth in (i) Sunoco’s Annual Report on Form
10-K for the year ended December 31, 2023,
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1552275/000155227524000013/sun-20231231.htm),
which was filed with the SEC on February 16, 2024, including under
the sections entitled “Item. 10. Directors, Executive Officers and
Corporate Governance,” “Item 11. Executive Compensation,” “Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Unitholder Matters” and “Item 13. Certain Relationships and
Related Transactions, and Director Independence” and (ii)
subsequent statements of changes in beneficial ownership on file
with the SEC. Additional information regarding the participants in
the proxy solicitation and a description of their direct or
indirect interests, by security holdings or otherwise, are
contained in the Proxy Statement/Prospectus and other relevant
materials filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” as
defined by federal securities law. These forward-looking statements
generally include statements regarding the potential transaction
between Sunoco and NuStar, including any statements regarding the
expected timetable for completing the potential transaction, the
ability to complete the potential transaction, the expected
benefits of the potential transaction, projected financial
information, future opportunities, and any other statements
regarding Sunoco’s and NuStar’s future expectations, beliefs,
plans, strategies, objectives, estimates, predictions, projections,
assumptions, intentions, resources, results of operations,
financial condition and cash flows, future events or performance
and the future impact of economic activity and the actions by
oil-producing nations on their respective businesses. These
forward-looking statements can generally be identified by the words
such as “anticipates,” “believes,” “expects,” “intends,” “plans,”
“targets,” “forecasts,” “projects,” “believes,” “seeks,”
“schedules,” “estimates,” “positions,” “pursues,” “may,” “could,”
“should,” “will,” “budgets,” “outlook,” “trends,” “guidance,”
“focus,” “on schedule,” “on track,” “is slated,” “goals,”
“objectives,” “strategies,” “opportunities,” “poised,” “potential”
and similar expressions. While these forward-looking statements,
and any assumptions upon which they are based, are made in good
faith and reflect the current judgment of Sunoco’s and NuStar’s
management regarding the direction of their respective businesses,
actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other
future performance suggested in this communication. Key factors
that could cause actual results to differ materially from those
projected in the forward-looking statements include the ability to
obtain the requisite NuStar unitholder approval; uncertainties as
to the timing to consummate the potential transaction; the risk
that a condition to closing the potential transaction may not be
satisfied; the effects of disruption to Sunoco’s or NuStar’s
respective businesses; the effect of the potential transaction on
the parties’ unit prices; the effects of industry, market,
economic, political or regulatory conditions outside of the
parties’ control; transaction costs; Sunoco’s ability to achieve
the benefits from the proposed transaction, Sunoco’s ability to
promptly, efficiently and effectively integrate acquired operations
into its own operations; unknown liabilities; and the diversion of
management time on transaction-related issues. Other important
factors that could cause actual results to differ materially from
those in the forward-looking statements include those described in
Item 1A of Sunoco’s Annual Report on Form 10-K, filed with the SEC
on February 16, 2024, and its subsequent Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, all of which are available on
Sunoco’s website at https://www.sunocolp.com/investors/sec-filings
and on the SEC’s website at http://www.sec.gov; those risks
described in Item 1A of NuStar’s Annual Report on Form 10-K, filed
with the SEC on February 22, 2024, and its subsequent Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, all of which
are available on NuStar’s website at
https://investor.nustarenergy.com/sec-filings and on the SEC’s
website at http://www.sec.gov; and the risks described in NuStar’s
Definitive Proxy Statement/Prospectus for the transaction
(https://www.sec.gov/Archives/edgar/data/1110805/000119312524086017/d464008ddefm14a.htm),
filed with the SEC on April 3, 2024. If one or more of these risks
or uncertainties materialize, or if the underlying assumptions
prove incorrect, the actual results may vary materially from those
described in any forward-looking statement. Other unknown or
unpredictable factors could also have material adverse effects on
future results. Readers are cautioned not to place undue reliance
on this forward-looking information, which is as of the date of
this communication. Sunoco and NuStar do not intend to update these
statements unless required by the securities laws to do so, and
Sunoco and NuStar undertake no obligation to publicly release the
result of any revisions to any such forward-looking statements that
may be made to reflect events or circumstances after the date of
this report or to reflect the occurrence of unanticipated
events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240415020669/en/
Investors: Pam Schmidt (210) 918-2854
pam.schmidt@nustarenergy.com
Media: Chris Cho (210) 918-3953 chris.cho@nustarenergy.com
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