Delaware
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74-2956831
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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19003 IH-10 West
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San Antonio, Texas
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78257
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of securities to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per unit (2)
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Proposed
Maximum
Aggregate
offering price (2)
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Amount of
registration fee (2)
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Common Units representing limited partner interests
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3,100,000
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$18.405
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$57,055,500
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$6,225
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(1) |
NuStar Energy L.P., a Delaware limited partnership (the “Registrant”), is filing this Registration Statement to register 2,500,000 common units representing limited partner interests of the Registrant (the “Common Units”), for issuance
under the Amended and Restated NuStar Energy L.P. 2019 Long-Term Incentive Plan (the “Plan”), plus an additional 600,000 Common Units underlying equity awards issued under the Plan or the “Prior Plans” (as defined in the Plan) that may be
available for future awards under the Plan pursuant to the unit recycling provisions thereof. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional
and indeterminate number of Common Units as may become issuable pursuant to the provisions of the Plan relating to adjustments for changes resulting from a recapitalization, split or similar transactions.
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(2) |
Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price per unit represents the average of the high and low sales prices of the Common Units as
reported on the New York Stock Exchange on April 26, 2021.
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(1) |
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 25, 2021;
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(2) |
The Registrant’s Current Reports on Form 8-K, filed with the Commission on February 18, 2021 and April 30, 2021; and
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(3) |
The description of the Common Units under the caption “Description of Common Units,” contained in the Registrant’s registration statement on Form S-4 (File No. 333-223671) initially filed with the Commission on March 15, 2018, and any amendments or reports filed for the purpose of updating such description.
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Exhibit
Number
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Exhibit Description
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Incorporated by Reference
|
||
Amended and Restated Certificate of Limited Partnership of Shamrock Logistics, L.P. (n/k/a NuStar Energy L.P.), effective January 1, 2002
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NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.3
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|||
Amendment to Certificate of Limited Partnership of Valero L.P. (n/k/a NuStar Energy L.P.), dated March 21, 2007 and effective April 1, 2007
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NuStar Energy L.P.’s Current Report on Form 8-K filed March 27, 2007 (File No. 001-16417), Exhibit 3.01
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|||
Eighth Amended and Restated Agreement of Limited Partnership of NuStar Energy L.P., dated as of July 20, 2018
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NuStar Energy L.P.’s Current Report on Form 8-K filed July 20, 2018 (File No. 001-16417), Exhibit 3.1
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|||
Certificate of Limited Partnership of Riverwalk Logistics, L.P., dated as of June 5, 2000
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NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.7
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|||
First Amended and Restated Limited Partnership Agreement of Riverwalk Logistics, L.P., dated as of April 16, 2001
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NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.16
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|||
Certificate of Formation of Shamrock Logistics GP, LLC (n/k/a NuStar GP, LLC), dated as of December 7, 1999
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NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.9
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|||
Certificate of Amendment to Certificate of Formation of Shamrock Logistics GP, LLC (n/k/a NuStar GP, LLC), dated as of December 31, 2001
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NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.14
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|||
Certificate of Amendment to Certificate of Formation of Valero GP, LLC (n/k/a NuStar GP, LLC), dated March 21, 2007 and effective April 1, 2007
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NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2007 (File No. 001-16417), Exhibit 3.02
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|||
Second Amended and Restated Limited Liability Company Agreement of NuStar GP, LLC, dated as of July 20, 2018
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NuStar Energy L.P.’s Current Report on Form 8-K filed July 20, 2018 (File No. 001-16417), Exhibit 3.2
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|||
Amended and Restated NuStar Energy L.P. 2019 Long-Term Incentive Plan
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NuStar Energy L.P.’s Current Report on Form 8-K filed April 30, 2021 (File No. 001-16417), Exhibit 10.1
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|||
Opinion of Sidley Austin LLP with respect to the validity of issuance of securities
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*
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|||
Consent of KPMG LLP
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*
|
|||
Consent of Sidley Austin LLP (contained in Exhibit 5.1)
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*
|
|||
Power of Attorney (set forth on the signature page of this Registration Statement)
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*
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NUSTAR ENERGY L.P. | ||
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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||
By:
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/s/ Bradley C. Barron
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Bradley C. Barron, President and Chief Executive Officer
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Signatures
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Title
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Date
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||
By:
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/s/ William E. Greehey
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Chairman of the Board
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April 30, 2021
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William E. Greehey
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||||
By:
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/s/ Bradley C. Barron
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President, Chief Executive Officer and Director (Principal Executive Officer)
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April 30, 2021
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Bradley C. Barron
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||||
By:
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/s/ Thomas R. Shoaf
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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April 30, 2021
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Thomas R. Shoaf
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||||
By:
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/s/ Jorge A. del Alamo
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Senior Vice President and Controller (Principal Accounting Officer)
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April 30, 2021
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Jorge A. del Alamo
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||||
By:
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/s/ J. Dan Bates
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Director
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April 30, 2021
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J. Dan Bates
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||||
By:
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/s/ William B. Burnett
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Director
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April 30, 2021
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William B. Burnett
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||||
By:
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/s/ James F. Clingman, Jr.
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Director
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April 30, 2021
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James F. Clingman, Jr.
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||||
By:
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/s/ Dan J. Hill
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Director
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April 30, 2021
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Dan J. Hill
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||||
By:
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/s/ Jelynne LeBlanc-Burley
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Director
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April 30, 2021
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Jelynne LeBlanc-Burley
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||||
By:
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/s/ Robert J. Munch
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Director
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April 30, 2021
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Robert J. Munch
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||||
By:
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/s/ W. Grady Rosier
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Director
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April 30, 2021
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W. Grady Rosier
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