Form 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

NUSTAR ENERGY L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   74-2956831
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

 

19003 IH-10 West

San Antonio, Texas 78257

(210) 918-2000

(address of principal executive offices and zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

9.00% Series C Fixed-to-Floating Rate Cumulative

Redeemable Perpetual Preferred Units representing

limited partner interests

   New York Stock Exchange

 

 

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐

Securities Act registration statement file number to which this form relates: 333-212338

Securities to be registered pursuant to Section 12(g) of the Act: None

The Commission is respectfully requested to send copies of all notices, orders and communications to:

 

Amy L. Perry

Senior Vice President, General Counsel—Corporate &

Commercial Law and Corporate Secretary

NuStar GP, LLC

19003 IH-10 West

San Antonio, Texas 78257

(210) 918-2000

   

George J. Vlahakos

Sidley Austin LLP

1000 Louisiana Street, Suite 6000

Houston, Texas 77002

(713) 495-4500

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

A description of the 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Preferred Units”), representing preferred equity interests in NuStar Energy L.P. (the “Registrant”), is set forth under the captions “Description of the Series C Preferred Units” and “Material Tax Considerations” in the Registrant’s prospectus supplement dated November 27, 2017 as filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on November 28, 2017, and the base prospectus dated and filed with the SEC on June 30, 2016 pursuant to Rule 424(b) under the Securities Act of 1933 (the “Securities Act”), as amended, which prospectus constitutes a part of the Registrant’s Registration Statement on Form S-3 (No. 333-212338). The summary descriptions of the Preferred Units do not purport to be complete and are qualified in their entirety by reference to the exhibits, which are hereby incorporated herein and may be amended from time to time.

Item 2. Exhibits.

The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified which have been filed with the SEC.

 

Exhibit Number

   

Description

1    Prospectus filed under the Securities Act on June 30, 2016 (incorporated herein by reference).
2    Prospectus Supplement filed pursuant to Rule 424(b)(5) under the Securities Act on November 28, 2017 (incorporated herein by reference).
3    Amended and Restated Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417)).
4    Amendment to Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K, filed March 27, 2007 (File No. 001-16417)).
5    Sixth Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed November 30, 2017 (File No. 001-16417)).
6    Specimen Unit Certificate for the Preferred Units (incorporated herein by reference to Exhibit D to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed November 30, 2017 (File No. 001-16417)).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

    NUSTAR ENERGY L.P.
    By:  

Riverwalk Logistics, L.P.

its general partner

      By:  

NuStar GP, LLC

its general partner

       
Date: November 30, 2017     By:  

/s/ Amy L. Perry

      Name:   Amy L. Perry
      Title:   Senior Vice President, General Counsel—Corporate & Commercial Law and Corporate Secretary

 

 

INDEX TO EXHIBITS

 

Exhibit Number

   

Description

1    Prospectus filed under the Securities Act on June 30, 2016 (incorporated herein by reference).
2    Prospectus Supplement filed pursuant to Rule 424(b)(5) under the Securities Act on November 28, 2017 (incorporated herein by reference).
3    Amended and Restated Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417)).
4    Amendment to Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K, filed March 27, 2007 (File No. 001-16417)).
5    Sixth Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed November 30, 2017 (File No. 001-16417)).
6    Specimen Unit Certificate for the Preferred Units (incorporated herein by reference to Exhibit D to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed November 30, 2017 (File No. 001-16417)).