Form 8-K NuStar GP Holdings, LLC For: Apr 27

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April 27, 2016 8:50 AM EDT


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 

 FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2016
NuStar GP Holdings, LLC
(Exact name of registrant as specified in its charter)
Delaware
001-32940
85-0470977
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
 
19003 IH-10 West
San Antonio, Texas 78257
 
 
(Address of principal executive offices)
 
 
 
 
 
(210) 918-2000
 
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
Not applicable
 
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 





Item 2.02    Results of Operations and Financial Condition.

On April 27, 2016, NuStar GP Holdings, LLC, a Delaware limited liability company, issued a press release announcing financial results for the quarter ended March 31, 2016. A copy of the press release announcing the financial results is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number
 
Exhibit
 
 
 
Exhibit 99.1
 
Press Release dated April 27, 2016.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
NuStar GP Holdings, LLC
 
 
 
 
Date: April 27, 2016
 
By:
/s/ Amy L. Perry
 
 
Name:
Amy L. Perry
 
 
Title:
Senior Vice President, General Counsel - Corporate & Commercial Law and Corporate Secretary





EXHIBIT INDEX
Exhibit Number
 
Exhibit
 
 
 
Exhibit 99.1
 
Press Release dated April 27, 2016.




Exhibit 99.1

NuStar GP Holdings, LLC Reports Earnings for the First Quarter of 2016
Quarterly Distribution Remains at $0.545 per Unit Marking 39 Consecutive Quarters of Uninterrupted
Distributions Since Inception

SAN ANTONIO, April 27, 2016 - NuStar GP Holdings, LLC (NYSE: NSH) today announced first quarter 2016 net income of $16.7 million, or $0.39 per unit. Distributable cash flow (DCF) available to unitholders for the first quarter of 2016 was $23.1 million, or $0.54 per unit.

With respect to the quarterly distribution to unitholders for the first quarter of 2016, NuStar GP Holdings, LLC announced that its board of directors has declared a distribution of $0.545 per unit - marking 39 consecutive quarters of uninterrupted distributions over nearly 10 years. The first quarter 2016 distribution will be paid on May 17, 2016 to holders of record as of May 9, 2016.

“NuStar GP Holdings, LLC’s quarterly distribution remains at $0.545 per unit due to the continued strength of NuStar Energy L.P.’s diverse asset base,” said Brad Barron, President and Chief Executive Officer of NuStar Energy L.P. and NuStar GP Holdings, LLC.

A conference call with management is scheduled for 8:30 a.m. CT today, April 27, 2016, to discuss the financial results for the first quarter of 2016. Investors interested in listening to the presentation may call 877/702-5019, passcode 84039576. International callers may access the presentation by dialing 443/863-7314, passcode 84039576. The company intends to have a playback available following the presentation, which may be accessed by calling 800/585-8367, passcode 84039576. International callers may access the playback by calling 404/537-3406, passcode 84039576. The playback will be available until 10:59 p.m. CT on May 27, 2016.

Investors interested in listening to the live presentation or a replay via the internet may access the presentation directly by clicking here or by logging on to NuStar GP Holdings, LLC’s Web site at www.nustargpholdings.com.

The presentation will disclose certain non-GAAP financial measures. Reconciliations of certain of these non-GAAP financial measures to U.S. GAAP may be found in this press release, with additional reconciliations located on the Financials page of the Investors section of NuStar GP Holdings, LLC’s Web site at www.nustargpholdings.com.

NuStar GP Holdings, LLC is a publicly traded limited liability company that owns the two percent general partner interest, an approximate 13 percent limited partner interest and the incentive distribution rights in NuStar Energy L.P., one of the largest independent liquids terminal and pipeline operators in the nation. NuStar has operations in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, and the United Kingdom. For more information, visit NuStar GP Holdings, LLC’s Web site at www.nustargpholdings.com.

This release serves as qualified notice to nominees under Treasury Regulation Sections 1.1446-4(b)(4) and (d). Please note that 100% of NuStar GP Holdings, LLC’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of NuStar GP Holdings, LLC’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals and corporations, as applicable. Nominees, and not NuStar GP Holdings, LLC, are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements regarding future events, such as the future performance of NuStar Energy L.P. and NuStar GP Holdings, LLC. All forward-looking statements are based on the company’s beliefs as well as assumptions made by and information currently available to the company. These statements reflect the company’s current views with respect to future events and are subject to various risks, uncertainties and assumptions. These risks, uncertainties and assumptions are discussed in NuStar Energy L.P.’s and NuStar GP Holdings, LLC’s 2015 annual reports on Form 10-K and subsequent filings with the Securities and Exchange Commission.  Actual results may differ materially from those described in the forward-looking statements.




NuStar GP Holdings, LLC and Subsidiaries
Consolidated Financial Information
(Unaudited, Thousands of Dollars, Except Unit and Per Unit Data)
 
Three Months Ended March 31,
 
2016

2015
Statement of Income Data:
 
 
 
Equity in earnings of NuStar Energy L.P.
$
17,015

 
$
27,522

 
 
 
 
General and administrative expenses
(832
)
 
(951
)
Other income, net
613

 
462

Interest expense, net
(246
)
 
(213
)
 
 
 
 
Income before income tax benefit (expense)
16,550

 
26,820

Income tax benefit (expense)
126

 
(15
)
Net income
$
16,676

 
$
26,805

 
 
 
 
Basic and diluted net income per unit
$
0.39

 
$
0.62

 
 
 
 
Equity in Earnings of NuStar Energy L.P.:
 
 
 
General partner interest
$
932

 
$
2,342

General partner incentive distribution
10,805

 
10,805

General partner’s interest in earnings and incentive distributions of NuStar Energy L.P.
11,737

 
13,147

Limited partner interest in earnings of NuStar Energy L.P.
5,999

 
15,096

Amortization of step-up in basis related to NuStar Energy L.P.’s assets and liabilities
(721
)
 
(721
)
Equity in earnings of NuStar Energy L.P.
$
17,015

 
$
27,522

 
 
 
 
Distributable Cash Flow (Note 1):
 
 
 
Cash distributions from NuStar Energy L.P. associated with:
 
 
 
General partner interest
$
1,961

 
$
1,961

General partner incentive distribution
10,805

 
10,805

Limited partner interest – common units
11,144

 
11,316

Total cash distributions expected from NuStar Energy L.P.
23,910

 
24,082

Adjustments:
 
 
 
General and administrative expenses
(832
)
 
(951
)
Income tax benefit (expense)
126

 
(15
)
Interest expense, net
(246
)
 
(213
)
Unit-based compensation
114

 
—

DCF
$
23,072

 
$
22,903

 
 
 
 
Weighted average number of common units outstanding
42,930,549

 
42,913,277

 
 
 
 
DCF per unit (Note 1)
$
0.54

 
$
0.53

 
 
 
 
Cash distributions to be paid to the unitholders of
     NuStar GP Holdings, LLC:
 
 
 
Distribution per unit
$
0.545

 
$
0.545

 
 
 
 
Total distribution
$
23,397

 
$
23,388





NuStar GP Holdings, LLC and Subsidiaries
Consolidated Financial Information - Continued
(Unaudited, Thousands of Dollars, Except Per Unit Data)
Notes:
(1)
NuStar GP Holdings, LLC utilizes financial measures, such as distributable cash flow (DCF), which are not defined in U.S. generally accepted accounting principles. Management uses these financial measures because they are widely accepted financial indicators used by investors to compare company performance. In addition, management believes that these financial measures provide investors an enhanced perspective of the performance of the company’s assets and/or the cash the business is generating. None of these financial measures are intended to represent cash flows from operations, nor are they presented as an alternative to net income. They should not be considered in isolation or as a substitute for a measure of performance in accordance with U.S. generally accepted accounting principles.
The following is a reconciliation of net income to DCF and net cash provided by operating activities:
 
Three Months Ended March 31,
 
2016
 
2015
Net income
$
16,676

 
$
26,805

Less equity in earnings of NuStar Energy L.P.
(17,015
)
 
(27,522
)
Plus cash distributions expected from NuStar Energy L.P.
23,910

 
24,082

Other non-cash items
(499
)
 
(462
)
DCF
23,072

 
22,903

Less cash distributions expected from NuStar Energy L.P.
(23,910
)
 
(24,082
)
Distributions of equity in earnings of NuStar Energy L.P.
17,015

 
23,968

Net effect of changes in operating accounts
(1,794
)
 
(394
)
Net cash provided by operating activities
$
14,383

 
$
22,395




 



 








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