DALLAS, May 1, 2024
/PRNewswire/ -- Sunoco LP (NYSE: SUN) ("Sunoco" or "SUN") and
NuStar Energy L.P. (NYSE: NS) ("NuStar" or "NS") announced the
approval by NuStar unitholders of the previously announced merger,
pursuant to which NuStar will merge with and into a merger
subsidiary of Sunoco.
NuStar's Special Meeting was held at 9:00
a.m. Central Time on May 1,
2024. According to preliminary results of the Special
Meeting, approximately 69% of the outstanding common units of
NuStar voted in favor of the transaction. NuStar will disclose the
final vote result of the Special Meeting on a Form 8-K filed with
the U.S. Securities and Exchange Commission ("the SEC"). The
transaction is expected to close on or about May 3, 2024, subject to the satisfaction of
customary closing conditions.
As previously announced, upon completion of the transaction,
NuStar common unitholders will receive 0.400 of a Sunoco common
unit for each NuStar common unit. Additionally, NuStar unitholders
are anticipated to receive Sunoco's first quarter 2024
distribution.
About Sunoco LP
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 in the U.S. and Europe. SUN's general partner is owned by
Energy Transfer LP (NYSE: ET).
About NuStar Energy L.P.
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. NuStar's combined
system has approximately 49 million barrels of storage capacity,
and NuStar has operations in the United
States and Mexico.
Forward Looking Statements
This press release contains "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended.
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 and NuStar, 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; 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 SEC on February 16, 2024, 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 22, 2024,
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, filed with the
SEC and subsequently declared effective on April 3, 2024 (the "Registration Statement"). The
disclosures set forth on the Registration Statement 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
are 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 press release.
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 press
release.
Contacts
Investors:
Scott Grischow, Treasurer, Senior
Vice President – Finance
(214) 840-5660, scott.grischow@sunoco.com
Media:
Vicki Granado, Vice President –
Media & Communications
(214) 981-0761, vicki.granado@energytransfer.com
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SOURCE Sunoco LP
