ROHSTOFF INTERNATIONAL

22:30 | 13.07.2018
NuStar Energy Announces Second Closing of Private Placement of Series D Cumulative Convertible Preferred Units to EIG

NuStar Energy L.P. (NYSE: NS) (the “Partnership”) today announced the
closing of the issuance of $190 million of Series D Cumulative
Convertible Preferred Units representing limited partner interests in
the Partnership (the “Preferred Units”) to investment funds managed by
EIG Management Company, LLC and FS/EIG Advisor, LLC, the advisor to FS
Energy & Power Fund. The purchasers previously purchased $400 million of
Preferred Units at the initial closing on June 29, 2018.

BofA Merrill Lynch, J.P. Morgan and Citigroup acted as placement agents
for this transaction.

The securities offered in the private placement have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or
any state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state
laws.

This press release is neither an offer to sell nor a solicitation of an
offer to purchase the securities described herein.
About NuStar Energy L.P. and NuStar GP
Holdings, LLC (NYSE: NSH)
The Partnership is a publicly traded master limited partnership based in
San Antonio.

NSH is a publicly traded limited liability company that owns the general
partner interest, an approximate 11 percent common limited partner
interest and the incentive distribution rights in the Partnership.
Important Information for Investors and
Unitholders
On February 7, 2018, the Partnership, Riverwalk Logistics, L.P., NuStar
GP, LLC, Marshall Merger Sub LLC, a wholly owned subsidiary of the
Partnership (“Merger Sub”), Riverwalk Holdings, LLC and NSH entered into
an Agreement and Plan of Merger pursuant to which Merger Sub will merge
with and into NSH with NSH being the surviving entity, such that the
Partnership will be the sole member of NSH following the merger. In
connection with the proposed merger, the Partnership has filed a
registration statement (Registration No. 333-223671), which includes its
preliminary prospectus, a preliminary proxy statement of NSH and other
materials, with the SEC. The registration statement was declared
effective by the SEC on June 15, 2018 and the definitive proxy
statement/prospectus has been mailed to NSH unitholders. INVESTORS AND
UNITHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT
HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PARTNERSHIP, NSH AND THE PROPOSED
TRANSACTION. The information in this communication is for informational
purposes only and is neither an offer to purchase, nor an offer to sell,
subscribe for or buy any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to or in connection with the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with applicable
law. Investors and unitholders may obtain a free copy of the proxy
statement/prospectus and other documents (when available) containing
important information about the Partnership and NSH through the website
maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by the Partnership will be
available free of charge on the Partnership’s website at www.nustarenergy.com
under the tab “Investors” or by contacting the Partnership’s Investor
Relations at investorrelations@nustarenergy.com.
Copies of the documents filed with the SEC by NSH will be available free
of charge on NSH’s website at www.nustargpholdings.com
under the tab “Investors” or by contacting NSH’s investor relations at investorrelations@nustarenergy.com.

The Partnership and its general partner, the directors and certain of
the executive officers of NuStar GP, LLC and NSH and its directors and
certain of its executive officers may be deemed to be participants in
the solicitation of proxies from the unitholders of NSH in connection
with the proposed merger. Information about the directors and executive
officers of NuStar GP, LLC is set forth in the Partnership’s Annual
Report on Form 10-K for the year ended December 31, 2017 and subsequent
statements of changes in beneficial ownership on file with the SEC.
Information about the directors and executive officers of NSH is set
forth in NSH’s Annual Report on Form 10-K for the year ended December
31, 2017 and subsequent statements of changes in beneficial ownership on
file with the SEC. These documents can be obtained free of charge from
the sources listed above. Other information regarding the participants
in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant materials filed or to be
filed with the SEC.
Forward-Looking Statements
This press release includes “forward-looking statements” as defined by
the SEC. All statements, other than statements of historical fact,
included herein that address activities, events or developments that the
Partnership or NSH expects, believes or anticipates will or may occur in
the future, including the anticipated benefits and other aspects of the
proposed merger, are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that may cause actual
results to differ materially, including the possibility that the merger
will not be completed prior to the August 8, 2018 outside termination
date, the possibility that the required approvals by unitholders and
regulatory agencies may not be obtained, the possibility that the
anticipated benefits from the proposed merger cannot be fully realized,
the possibility that costs or difficulties related to integration of the
two companies will be greater than expected, the impact of competition
and other risk factors included in the reports filed with the SEC by the
Partnership or NSH. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their dates.
Except as required by law, neither the Partnership nor NSH intends to
update or revise its forward-looking statements, whether as a result of
new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180713005469/en/


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