UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 1, 2024, NuStar Energy L.P. (“NuStar”) held a special meeting of unitholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 22, 2024, by and among NuStar, Sunoco LP (“Sunoco”), Saturn Merger Sub, LLC (“Merger Sub”), Riverwalk Logistics, L.P. (“NuStar GP”), NuStar GP, LLC (the “NuStar Managing GP”) and Sunoco GP LLC (the “Sunoco GP”), pursuant to which Merger Sub will be merged with and into NuStar (the “Merger”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco.
As of March 28, 2024, the record date for the Special Meeting, there were 126,535,271 common units outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total of 88,583,214 common units, representing approximately 70% of the voting power of the issued and outstanding common units, were present online or represented by proxy, constituting a quorum.
The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is described in more detail in NuStar’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2024.
| 1. | The Merger Proposal: To approve and adopt the Agreement and Plan of Merger, by and among NuStar, Sunoco, Merger Sub, NuStar GP, NuStar Managing GP, and Sunoco GP, and the transactions contemplated thereby, including the merger of Merger Sub with and into NuStar with NuStar surviving the merger as a subsidiary of Sunoco. |
| For | Against | Abstain | |||
| 87,139,499 | 1,092,545 | 351,170 |
| 2. | The Compensation Proposal: To approve, by a non-binding, advisory vote, the compensation that may be received by NuStar Managing GP’s named executive officers in connection with the Merger. |
| For | Against | Abstain | |||
| 19,230,848 | 68,775,235 | 577,131 |
NuStar’s unitholders did not vote on the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies in favor of the Merger Proposal because such adjournment was not necessary.
Completion of the Merger remains subject to satisfaction or waiver of the closing conditions set forth in the Merger Agreement.
Item 7.01. Regulation FD Disclosure.
On May 1, 2024, NuStar and Sunoco issued a joint press release announcing the preliminary voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached to this Current Report on Form 8-K is being furnished under Item 7.01 of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
Exhibit | ||
| Exhibit 99.1 | Joint Press Release, dated as of May 1, 2024. | ||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| NuStar Energy L.P. | |||
| By: | Riverwalk Logistics, L.P. | ||
| its general partner | |||
| By: | NuStar GP, LLC | ||
| its general partner | |||
| Dated: May 2, 2024 | By: | /s/ Amy L. Perry | |
| Name: | Amy L. Perry | ||
| Title: | Executive Vice President–Strategic Development and General Counsel |