--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-130840" form_type: "8-K" ticker: null cik: "0001110805" company_name: "NuStar Energy L.P." filed_at: "2024-05-03T23:59:59+00:00" generated_at: "2026-06-02T22:53:57.840178+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Sunoco completes acquisition of NuStar; 4% distribution increase announced ## Summary - NuStar common units converted into 0.400 Sunoco common units per unit; trading ceased on NYSE. - Sunoco expects at least $150M in expense/commercial synergies and $50M/yr additional cash flow from refinancing. - Transaction expected to be immediately accretive to distributable cash flow per LP unit, >10% accretion by year three. - Sunoco increased quarterly distribution by 4%; Bradley Barron to join Sunoco GP board within 60 days. - NuStar's preferred units and subordinated notes to be redeemed (separate press release). ## SEC filing metadata - accession: 0001193125-24-130840 - form_type: 8-K - cik: 0001110805 - company_name: NuStar Energy L.P. - filed_at: 2024-05-03T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 3.01, 8.01, 3.02, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/d806420d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-130840 - JSON: https://secwatch.observer/filing/0001193125-24-130840.json - Plain text: https://secwatch.observer/filing/0001193125-24-130840.txt ## Key facts - Executive change Brian A. Hand was appointed as Chief Sales Officer at NuStar Energy L.P.. - Action: appointed - Role: Chief Sales Officer source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change David Skidmore was appointed as Director at NuStar Energy L.P.. - Action: appointed - Role: Director source text: Effective as of the Effective Time, Joseph Kim, Karl Fails, W. Brett Smith, Oscar Alvarez and David Skidmore were appointed as directors of NuStar Managing GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Karl Fails was appointed as Director at NuStar Energy L.P.. - Action: appointed - Role: Director source text: Effective as of the Effective Time, Joseph Kim, Karl Fails, W. Brett Smith, Oscar Alvarez and David Skidmore were appointed as directors of NuStar Managing GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Austin Harkness was appointed as Executive Vice President, Commercial at NuStar Energy L.P.. - Action: appointed - Role: Executive Vice President, Commercial source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Dylan A. Bramhall was appointed as Chief Financial Officer at NuStar Energy L.P.. - Action: appointed - Role: Chief Financial Officer source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Robert J. Munch resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change William B. Burnett resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Karl R. Fails was appointed as Chief Operating Officer at NuStar Energy L.P.. - Action: appointed - Role: Chief Operating Officer source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change W. Brett Smith was appointed as Director at NuStar Energy L.P.. - Action: appointed - Role: Director source text: Effective as of the Effective Time, Joseph Kim, Karl Fails, W. Brett Smith, Oscar Alvarez and David Skidmore were appointed as directors of NuStar Managing GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Dan J. Hill resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Peggy Harrison was appointed as Assistant Secretary at NuStar Energy L.P.. - Action: appointed - Role: Assistant Secretary source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Edward Pak was appointed as Assistant General Counsel and Assistant Secretary at NuStar Energy L.P.. - Action: appointed - Role: Assistant General Counsel and Assistant Secretary source text: Edward Pak (Assistant General Counsel and Assistant Secretary) and Rick Raymer (Vice President, Controller and Principal Accounting Officer), the officers of Merger Sub as of immediately prior to the Effective Time, were appointed as the officers of NuStar Managing GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Suzanne Allford Wade resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Bradley C. Barron resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Joseph Kim was appointed as President, Chief Executive Officer at NuStar Energy L.P.. - Action: appointed - Role: President, Chief Executive Officer source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Ed A. Grier resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Joseph Kim was appointed as Director at NuStar Energy L.P.. - Action: appointed - Role: Director source text: Effective as of the Effective Time, Joseph Kim, Karl Fails, W. Brett Smith, Oscar Alvarez and David Skidmore were appointed as directors of NuStar Managing GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Robert M. Kerrigan III was appointed as Senior Vice President, Human Resources & Administration at NuStar Energy L.P.. - Action: appointed - Role: Senior Vice President, Human Resources & Administration source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Rick Raymer was appointed as Vice President, Controller and Principal Accounting Officer at NuStar Energy L.P.. - Action: appointed - Role: Vice President, Controller and Principal Accounting Officer source text: Rick Raymer (Vice President, Controller and Principal Accounting Officer), the officers of Merger Sub as of immediately prior to the Effective Time, were appointed as the officers of NuStar Managing GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Jelynne LeBlanc Burley resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Martin Salinas, Jr. resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Darryl Krebs was appointed as Vice President, Tax at NuStar Energy L.P.. - Action: appointed - Role: Vice President, Tax source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Christopher R. Curia was appointed as Executive Vice President, Human Resources at NuStar Energy L.P.. - Action: appointed - Role: Executive Vice President, Human Resources source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Oscar Alvarez was appointed as Director at NuStar Energy L.P.. - Action: appointed - Role: Director source text: Effective as of the Effective Time, Joseph Kim, Karl Fails, W. Brett Smith, Oscar Alvarez and David Skidmore were appointed as directors of NuStar Managing GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change J. Dan Bates resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change Scott Grischow was appointed as Senior Vice President, Finance and Treasurer at NuStar Energy L.P.. - Action: appointed - Role: Senior Vice President, Finance and Treasurer source text: pursuant to and in connection with the Merger, Joseph Kim (President, Chief Executive Officer), Dylan A. Bramhall (Chief Financial Officer), Christopher R. Curia (Executive Vice President, Human Resources), Karl R. Fails (Chief Operating Officer), Scott Grischow (Senior Vice President, Finance and Treasurer), Brian A. Hand (Chief Sales Officer), Austin Harkness (Executive Vice President, Commercial), Peggy Harrison (Assistant Secretary), Robert M. Kerrigan III (Senior Vice President, Human Resources & Administration), Darryl Krebs (Vice President, Tax) evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Executive change W. Grady Rosier resigned as Director at NuStar Energy L.P.. - Action: resigned - Role: Director source text: In connection with the consummation of the Merger, and as of the Effective Time, Bradley C. Barron, J. Dan Bates, Jelynne LeBlanc Burley, William B. Burnett, Ed A. Grier, Dan J. Hill, Robert J. Munch, W. Grady Rosier, Martin Salinas, Jr. and Suzanne Allford Wade, being all of the directors of NuStar Managing GP immediately prior to the Effective Time, resigned from the board of directors of NuStar Managing GP (and from all of the committees thereof). evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - Governance Changes NuStar Energy L.P.: Amendment to the partnership agreement to allow final distribution on preferred units before redemption, allow assignment of purchase right, and amend record date provisions (effective 2024-05-03). - Change: bylaw amendment - Effective: 2024-05-03 source text: On May 3, Amendment No. 2 (the “ LPA Amendment ”) to the Eighth Amended and Restated Agreement of Limited Partnership of NuStar Energy, dated as of July 20, 2018, as amended (the “NuStar LPA”), was executed by its general partner, Riverwalk Logistics, L.P., to, among other things, to (i) allow for a final distribution payment with respect to each series of NuStar Preferred Units prior to the redemption thereof, (ii) allow for, in connection with a redemption of all of the outstanding NuStar Preferred Units, the assignment of the right to purchase the Preferred Units to an affiliate of NuStar and (iii) amend the provisions for setting the record date for distributions on the NuStar Preferred Units. evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm - M&A Transactions NuStar Energy L.P. underwent a change of control involving Sunoco LP for 0.400 of a Sunoco common unit per NuStar common unit, plus cash consideration for certain equity awards (closed 2024-05-03). - Action: change of control - Counterparty: Sunoco LP - Consideration: 0.400 of a Sunoco common unit per NuStar common unit, plus cash consideration for certain equity awards - Closing: 2024-05-03 source text: ory Note On May 3, 2024, NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among NuStar, Sunoco LP, a Delaware limited partnership (“ Sunoco ”), Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1110805/000119312524130840/0001193125-24-130840-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.