Sunoco LP (NYSE: SUN) (“Sunoco” or the “Partnership”) and NuStar
Energy L.P. (NYSE: NS) (“NuStar”) announced today that the parties
have entered into a definitive agreement whereby Sunoco will
acquire NuStar in an all-equity transaction valued at approximately
$7.3 billion, including assumed debt.
Transaction Details
Under the terms of the agreement, NuStar common unitholders will
receive 0.400 Sunoco common units for each NuStar common unit,
implying a 24% premium based on the 30-day VWAP’s of both NuStar
and Sunoco as of January 19, 2024. Sunoco has secured a $1.6
billion 364-day bridge term loan to refinance NuStar’s Series A, B
and C Preferred Units, Subordinated Notes, Revolving Credit
Facility, and Receivables Financing Agreement.
The transaction has been unanimously approved by the board of
directors of both companies and is expected to close in the second
quarter of 2024 upon the satisfaction of closing conditions,
including approval by NuStar’s unitholders and customary regulatory
approvals.1
Strategic Rationale
- Increases Stability: Diversifies business, adds scale,
and captures benefits of vertical integration by combining two
stable businesses
- Strengthens Financial Foundation: Continues Sunoco’s
successful capital allocation strategy on a larger scale, improving
the Partnership’s credit profile, and supporting a growing
distribution
- Enhances Growth: More cash flow generation for
reinvestment and growth across an expanded opportunity set
Positive Financial Outlook
- Accretion: Immediately accretive with 10%+ accretion to
distributable cash flow per LP unit by the third year following
close
- Synergies: At least $150 million of run-rate synergies
by the third year following close
- Financial Savings: Approximately $50 million per year of
additional cash flow from refinancing high-cost floating rate
capital
- Leverage: Will achieve leverage target of 4.0x within
12-18 months post close
- Distribution Growth: Supports continued distribution
growth while maintaining strong coverage
1 Prior to closing, NuStar will make a cash distribution of
$0.212 per common unit to its common unitholders.
Additional details will be made available today in a
presentation on the Investor Relations section of Sunoco’s website
at www.SunocoLP.com under Webcasts and Presentations and on the
Investor section of NuStar’s website at www.NuStarEnergy.com.
Conference Call Information
Sunoco LP management will hold a conference call on Monday,
January 22 at 10:00 a.m. Eastern Standard Time (9:00 a.m. Central
Standard Time) to discuss the transaction. To participate, dial
877-407-6184 (toll free) or 201-389-0877 at least 10 minutes before
the call and ask for the Sunoco LP conference call. The conference
call will also be accessible live and for later replay via webcast
in the Investor Relations section of Sunoco’s website at
www.SunocoLP.com under Webcasts and Presentations.
Advisors
Truist Securities served as the exclusive financial advisor to
Sunoco. Truist and Bank of America provided committed financing.
Weil, Gotshal & Manges LLP and Vinson & Elkins LLP acted as
Sunoco’s legal advisors.
Barclays served as the exclusive financial advisor to NuStar.
Wachtell, Lipton, Rosen & Katz and Sidley Austin LLP acted as
NuStar’s legal advisors.
About Sunoco
Sunoco LP (NYSE: SUN) is a master limited partnership with core
operations that include the distribution of motor fuel to
approximately 10,000 convenience stores, independent dealers,
commercial customers and distributors located in more than 40 U.S.
states and territories as well as refined product transportation
and terminalling assets. SUN's general partner is owned by Energy
Transfer LP (NYSE: ET).
About NuStar
NuStar Energy L.P. (NYSE: NS) is an independent liquids terminal
and pipeline operator. NuStar 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 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/.
Forward-Looking Statements
This communication contains “forward-looking statements” as
defined by applicable securities law. In this context,
forward-looking statements often address future business and
financial events, conditions, expectations, plans or ambitions, and
often include, but are not limited to, words such as “believe,”
“expect,” “may,” “will,” “should,” “could,” “would,” “anticipate,”
“estimate,” “intend,” “plan,” “seek,” “see,” “target” or similar
expressions, or variations or negatives of these words, but not all
forward-looking statements include such words. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the consummation of
the proposed transaction and the anticipated benefits thereof. All
such forward-looking statements are based upon current plans,
estimates, expectations and ambitions that are subject to risks,
uncertainties and assumptions, many of which are beyond the control
of Sunoco LP (“Sunoco” or “SUN”) and NuStar Energy L.P. (“NuStar”
or “NS”), that could cause actual results to differ materially from
those expressed in such forward-looking statements. Important risk
factors that may cause such a difference include, but are not
limited to: the completion of the proposed transaction on
anticipated terms and timing, or at all, including obtaining
regulatory approvals and NuStar unitholder approval; anticipated
tax treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, prospects, business and
management strategies for the management, expansion and growth of
the combined company’s operations, including the possibility that
any of the anticipated benefits of the proposed transaction will
not be realized or will not be realized within the expected time
period; the ability of Sunoco and NuStar to integrate the business
successfully and to achieve anticipated synergies and value
creation; potential litigation relating to the proposed transaction
that could be instituted against Sunoco, NuStar or the directors of
their respective general partners; the risk that disruptions from
the proposed transaction will harm Sunoco’s or NuStar’s business,
including current plans and operations and that management’s time
and attention will be diverted on transaction-related issues;
potential adverse reactions or changes to business relationships,
including with employees, suppliers, customers, competitors or
credit rating agencies, resulting from the announcement or
completion of the proposed transaction; rating agency actions and
Sunoco and NuStar’s ability to access short- and long-term debt
markets on a timely and affordable basis; potential business
uncertainty, including the outcome of commercial negotiations and
changes to existing business relationships during the pendency of
the proposed transaction that could affect Sunoco’s and/or NuStar’s
financial performance and operating results; certain restrictions
during the pendency of the merger that may impact NuStar’s ability
to pursue certain business opportunities or strategic transactions
or otherwise operate its business; dilution caused by Sunoco’s
issuance of additional units representing limited partner interests
in connection with the proposed transaction; fees, costs and
expenses and the possibility that the transaction may be more
expensive to complete than anticipated; those risks described in
Item 1A of Sunoco’s Annual Report on Form 10-K, filed with the
Securities and Exchange Commission (the “SEC”) on February 17,
2023, and its subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K; those risks described in Item 1A of NuStar’s
Annual Report on Form 10-K, filed with the SEC on February 23,
2023, and its subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K; and those risks that will be more fully
described in the registration statement on Form S-4 and
accompanying proxy statement/prospectus that will be filed with the
SEC in connection with the proposed transaction. Those disclosures
are incorporated by reference in this presentation. While the list
of factors presented here is, and the list of factors to be
presented in the registration statement and the proxy
statement/prospectus will be, considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. 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 communication.
Important Information about the Transaction and Where to Find
It
In connection with the proposed transaction between Sunoco and
NuStar, Sunoco intends to file a registration statement on Form S-4
(the “Registration Statement”) that will include 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. NuStar will mail
the definitive Proxy Statement/Prospectus to common unitholders of
NuStar. 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 (when
they become available), 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 www.sunocolp.com. Copies of the documents filed with the
SEC by NuStar will be available free of charge on NuStar’s website
at www.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) its proxy
statement for its 2023 annual meeting of unitholders
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1110805/000111080523000017/ns-20230309.htm),
which was filed with the SEC on March 9, 2023, , including under
the sections entitled “Information About Our Executive Officers”,
“Compensation Discussion and Analysis”, “Summary Compensation
Table”, “Pay Ratio”, “Grants of Plan-Based Awards During the Year
Ended December 31, 2022”, “Outstanding Equity Awards at December
31, 2022”, “Option Exercises and Units Vested During the Year Ended
December 31, 2022”, “Pension Benefits for the Year Ended December
31, 2022”, “Nonqualified Deferred Compensation for the Year Ended
December 31, 2022”, “Potential Payments Upon Termination or Change
of Control”, “Pay Versus Performance”, “Director Compensation” and
“Security Ownership”, (ii) in its Annual Report on Form 10-K for
the year ended December 31, 2022
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1110805/000111080523000010/ns-20221231.htm),
which was filed with the SEC on February 23, 2023, 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 (iii)
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) its Annual
Report on Form 10-K for the year ended December 31, 2022,
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1552275/000155227523000010/sun-20221231.htm)
which was filed with the SEC on February 17, 2023, 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, will be
contained in the Proxy statement/Prospectus and other relevant
materials filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to, and shall 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 offer, issuance,
exchange, transfer, solicitation or sale of securities in any
jurisdiction in which such offer, issuance, exchange, transfer,
solicitation or sale would be in contravention of applicable law.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
The information contained in this press release is available on
Sunoco's website at www.sunocolp.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240122768145/en/
SUN Investors: Scott Grischow (214) 840-5660
scott.grischow@sunoco.com SUN Media: Alexis Daniel (214)
981-0739 alexis.daniel@sunoco.com
NS Investors: Pam Schmidt (210) 918-2854
pam.schmidt@nustarenergy.com NS Media: Mary Rose Brown (210)
918-2314 maryrose.brown@nustarenergy.com
Grafico Azioni NuStar Energy (NYSE:NS)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni NuStar Energy (NYSE:NS)
Storico
Da Giu 2023 a Giu 2024