---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-012251"
form_type: "8-K"
ticker: null
cik: "0001110805"
company_name: "NuStar Energy L.P."
filed_at: "2024-01-22T23:59:59+00:00"
generated_at: "2026-06-06T20:29:39.396252+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# NuStar Energy L.P. to Merge with Sunoco LP for 0.400 Sunoco Units and $0.212 Special Distribution

## Summary
- NuStar unitholders will receive 0.400 Sunoco common units per NuStar common unit plus a $0.212 special distribution.
- NuStar's Series A, B, and C preferred units will remain outstanding with identical terms after the merger.
- Sunoco agrees to maintain NuStar's San Antonio headquarters for at least two years following closing.
- The merger requires NuStar common unitholder approval, HSR clearance, and other customary conditions.
- NuStar amended its partnership agreement to appoint itself as exclusive agent for unitholders in pursuing merger remedies.

## SEC filing metadata
- accession: 0001193125-24-012251
- form_type: 8-K
- cik: 0001110805
- company_name: NuStar Energy L.P.
- filed_at: 2024-01-22T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 3.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1110805/000119312524012251/0001193125-24-012251-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1110805/000119312524012251/d728638d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-012251
- JSON: https://secwatch.observer/filing/0001193125-24-012251.json
- Plain text: https://secwatch.observer/filing/0001193125-24-012251.txt

## Key facts
- Governance Changes
  NuStar Energy L.P.: Amendment No. 1 to the Eighth Amended and Restated Agreement of Limited Partnership designated NuStar as the sole and exclusive agent of common unitholders to seek remedies under the Merger Agreement (effective 2024-01-22).
  - Change: bylaw amendment
  - Effective: 2024-01-22
  source text: On January 22, 2024, immediately following entry into the Merger Agreement, Riverwalk adopted, in its capacity as NuStar’s general partner, Amendment No. 1 to the Eighth Amended and Restated Agreement of Limited Partnership of NuStar Energy L.P. (the “ Amendment to the Partnership Agreement ”) for the purposes of designating NuStar as the sole and exclusive agent of its common unitholders prior to the closing of the Merger with the right to seek remedies, damages or other amounts on behalf of the common unitholders under the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524012251/0001193125-24-012251-index.htm
- Material Agreements
  NuStar Energy L.P. entered into Agreement and Plan of Merger with Sunoco LP (effective 2024-01-22).
  - Action: entry
  - Agreement: merger
  - Counterparty: Sunoco LP
  - Effective: 2024-01-22
  source text: On January 22, 2024, NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Sunoco LP
  evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524012251/0001193125-24-012251-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.