Sec Form 13D Filing - EIG Nova Equity Aggregator L.P. filing for NuStar Energy L.P. (NS) - 2022-11-22

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NuStar Energy L.P.

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

67058H102

(CUSIP Number)

Michael Ravvin, General Counsel

c/o EIG Management Company, LLC

600 New Hampshire Ave NW, Suite 1200

Washington, DC 20037

(202) 600-3388

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 16, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 67058H102

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SCHEDULE 13D

This Amendment No. 1 (this “Amendment”) supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the SEC, as amended from time to time (the “Schedule 13D”), relating to the common units (the “Common Units”) representing limited partnership interests of NuStar Energy L.P., a Delaware limited partnership (the “Issuer”), with principal executive offices at 19003 IH-10 West, San Antonio, Texas 78257. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

The information contained in Items 3 and 6 of the Schedule 13D is incorporated herein by reference.

On November 16, 2022, the Issuer entered into a Purchase Agreement (the “Purchase Agreement”) with the Reporting Person to repurchase 5,630,146 Preferred Units of the Issuer, for $32.73 per unit for the aggregate purchase price of $184,274,678.58 in a privately negotiated transaction (the “Repurchase Transaction”). The Repurchase Transaction is expected to close on or about November 22, 2022, subject to customary closing conditions. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as an exhibit hereto and is incorporated herein by reference.

(a.) As of the date of this Amendment, the Reporting Person beneficially owns an aggregate of 11,706,339 Common Units which may be acquired upon the conversion of the Preferred Units (assuming that there are no Series D unpaid distributions thereon), or 9.59% of the total number of Common Units outstanding (adjusted to include the Common Units issuable upon conversion of the Preferred Units after giving effect to the Repurchase Transaction). The Preferred Units are convertible into Common Units at the Reporting Person’s election. Common Units which are to be issued upon conversion of the Preferred Units are beneficially owned by the Reporting Persons.

(b.) The Common Units are held directly by the Reporting Person. The applicable investment committees that have the power to vote or to direct the vote of, and to dispose or to direct the disposition of, the Common Units are comprised of the following individuals: R. Blair Thomas, Randall S. Wade and Jean-Daniel Borgeaud.

(c.) The Reporting Person has not effected any transactions in the Preferred Units or Common Units during the past 60 days.

(d.) No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Person.

(e.) Not applicable.

The information contained in Item 3 of the Schedule 13D and Item 4 of this Amendment is incorporated herein by reference.

On November 16, 2022, the Issuer entered into the Purchase Agreement with the Reporting Person to repurchase 5,630,146 Preferred Units of the Issuer, for $32.73 per unit for the aggregate purchase of $184,274,678.58 in a privately negotiated transaction. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as an exhibit hereto and is incorporated herein by reference.

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4. Purchase Agreement, dated as of November 16, 2022, by and among NuStar Energy L.P. and EIG Nova Equity Aggregator, L.P.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

November 22, 2022

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