v3.19.3.a.u2

PARTNERS' EQUITY | 12 Months Ended
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Dec. 31, 2019
Partners' Capital Notes [Abstract] |
PARTNERS' EQUITY | PARTNERS’ EQUITY Please refer to Note 4 for a discussion of the Merger. Partnership Agreement Amendments In the third quarter of 2018, NuStar Energy’s partnership agreement was amended and restated to, among other things, (i) cancel the incentive distribution rights held by our general partner, (ii) convert the 2% general partner interest in NuStar Energy held by our general partner into a non-economic management interest and (iii) provide the holders of our common units with voting rights in the election of the members of the board of directors of NuStar GP, LLC, beginning at the annual meeting in 2019. The partnership agreement was also amended and restated in the second quarter of 2018 in connection with the issuance of our Series D Preferred Units discussed in Note 19. In 2017, the partnership agreement was amended and restated in connection with the issuances of our Series B Preferred Units and Series C Preferred Units described below, and in connection with the Navigator Acquisition to waive certain distributions to our general partner. Series A, B and C Preferred Units The following is a summary of our Series A, Series B and Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (collectively the Series A, B and C Preferred Units) issued and outstanding as of December 31, 2019:
Units |  | Original Issuance Date |  | Number of Units Issued and Outstanding |  | Price per Unit |  | Net Proceeds (in millions) |  | Fixed Distribution Rate per Annum (as a Percentage of the $25.00 Liquidation Preference per Unit) |  | Fixed Distribution Rate per Unit per Annum |  | Fixed Distribution per Annum (in thousands) |  | Optional Redemption Date/Date at Which Distribution Rate Becomes Floating |  | Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit)
Series A Preferred Units |  | November 25, 2016 |  | 9,060,000 |  | $ | 25.00 |  |  | $ | 218.4 |  |  | 8.50 | % |  | $ | 2.125 |  |  | $ | 19,252 |  |  | December 15, 2021 |  | Three-month LIBOR plus 6.766%
Series B Preferred Units |  | April 28, 2017 |  | 15,400,000 |  | $ | 25.00 |  |  | $ | 371.8 |  |  | 7.625 | % |  | $ | 1.90625 |  |  | $ | 29,357 |  |  | June 15, 2022 |  | Three-month LIBOR plus 5.643%
Series C Preferred Units |  | November 30, 2017 |  | 6,900,000 |  | $ | 25.00 |  |  | $ | 166.7 |  |  | 9.00 | % |  | $ | 2.25 |  |  | $ | 15,525 |  |  | December 15, 2022 |  | Three-month LIBOR plus 6.88%
We may redeem any of our outstanding Series A, B and C Preferred Units at any time on or after the optional redemption date set forth above for each series of the Series A, B and C Preferred Units, in whole or in part, at a redemption price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared. We may also redeem the Series A, B and C Preferred Units upon the occurrence of certain rating events or a change of control as defined in our partnership agreement. In the case of the latter instance, if we choose not to redeem the Series A, B and C Preferred Units, those preferred unitholders may have the ability to convert their Series A, B and C Preferred Units to common units at the then applicable conversion rate. Holders of the Series A, B and C Preferred Units have no voting rights except for certain exceptions set forth in our partnership agreement. Distributions on the Series A, B and C Preferred Units are payable out of any legally available funds, accrue and are cumulative from the original issuance dates, and are payable on the 15th day (or the next business day) of each of March, June, September and December of each year to holders of record on the first business day of each payment month. The Series A, B and C Preferred Units rank equal to each other and to the Series D Preferred Units, and senior to all of our other classes of equity securities with respect to distribution rights and rights upon liquidation. In January 2020, our board of directors declared quarterly distributions with respect to the Series A, B and C Preferred Units to be paid on March 16, 2020. Common Units and General Partner Issuances of Common Units. In the fourth quarter of 2019, we issued 527,426 common units at a price of $28.44 per unit to William E. Greehey, Chairman of the Board of Directors of NuStar GP, LLC. We used the proceeds of $15.0 million from the sale of these units for general partnership purposes. As a result of the Merger discussed in Note 4, we issued approximately 13.4 million incremental NuStar Energy common units in the third quarter of 2018, in exchange for the previously outstanding Holdings units. In the second quarter of 2018, we issued 413,736 common units at a price of $24.17 per unit to William E. Greehey. We used the proceeds of $10.2 million from the sale of these units, including a contribution of $0.2 million from our general partner to maintain the 2% general partner economic interest it owned at that time, for general partnership purposes. In the second quarter of 2017, we issued 14,375,000 common units at a price of $46.35 per unit. We used the net proceeds from this offering of $657.5 million, including a contribution of $13.6 million from our general partner to maintain the 2% general partner economic interest it owned at that time, to fund a portion of the purchase price for the Navigator Acquisition. The following table shows the balance of and changes in the number of our common units outstanding:
| Year Ended December 31,
| 2019 |  | 2018 |  | 2017
Balance as of the beginning of year | 107,225,156 |  |  | 93,176,683 |  |  | 78,616,228 |
Issuance of units | 527,426 |  |  | 413,736 |  |  | 14,375,000 |
Unit-based compensation (refer to Note 24 for discussion) | 775,224 |  |  | 225,144 |  |  | 185,455 |
Merger (refer to Note 4 for discussion) | — |  |  | 13,409,593 |  |  | — |
Balance as of the end of year | 108,527,806 |  |  | 107,225,156 |  |  | 93,176,683 |
Cash Distributions. We make quarterly distributions to common unitholders, and, prior to the Merger, made quarterly distributions to the general partner of 100% of our “Available Cash,” generally defined as cash receipts less cash disbursements, including distributions to our preferred units, and cash reserves established by the general partner, in its sole discretion. These quarterly distributions are declared and paid within 45 days subsequent to each quarter-end. The common unitholders receive a distribution each quarter as determined by the board of directors, subject to limitation by the distributions in arrears, if any, on our preferred units. Prior to the Merger, our Available Cash was distributed based on the percentages shown below:
|  | Percentage of Distribution
Quarterly Distribution Amount Per Common Unit |  | Common Unitholders |  | General Partner Including Incentive Distributions
Up to $0.60 |  | 98% |  | 2%
Above $0.60 up to $0.66 |  | 90% |  | 10%
Above $0.66 |  | 75% |  | 25%
Because the Merger was effective prior to the record date for the distribution for the second quarter of 2018, the general partner received no distributions after the first quarter of 2018 distribution. The following table reflects the allocation of total cash distributions to the general partner and common limited partners applicable to the period in which the distributions were earned:
| Year Ended December 31,
| 2019 |  | 2018 |  | 2017
| (Thousands of Dollars, Except Per Unit Data)
General partner interest | $ | — |  |  | $ | 1,141 |  |  | $ | 9,252 |
General partner incentive distribution | — |  |  | — |  |  | 45,669 |
Total general partner distribution | — |  |  | 1,141 |  |  | 54,921 |
Common limited partners’ distribution | 259,136 |  |  | 248,705 |  |  | 407,681 |
Total cash distributions | $ | 259,136 |  |  | $ | 249,846 |  |  | $ | 462,602 |
Cash distributions per unit applicable to common limited partners | $ | 2.40 |  |  | $ | 2.40 |  |  | $ | 4.38 |
The following table summarizes information about quarterly cash distributions declared for our common limited partners applicable to the year ended December 31, 2019:
Quarter Ended |  | Cash Distributions Per Unit |  | Total Cash Distributions |  | Record Date |  | Payment Date
|  |  |  | (Thousands of Dollars) |  |  |  |
December 31, 2019 |  | $ | 0.60 |  |  | $ | 65,128 |  |  | February 10, 2020 |  | February 14, 2020
September 30, 2019 |  | $ | 0.60 |  |  | $ | 64,660 |  |  | November 8, 2019 |  | November 14, 2019
June 30, 2019 |  | $ | 0.60 |  |  | $ | 64,658 |  |  | August 7, 2019 |  | August 13, 2019
March 31, 2019 |  | $ | 0.60 |  |  | $ | 64,690 |  |  | May 8, 2019 |  | May 14, 2019
Net Income Applicable to the General Partner. For the year ended December 31, 2018, net income applicable to the general partner totaled $2.5 million and related to the general partner interest allocation prior to the Merger. The following table details the calculation of net income applicable to the general partner for 2017:
| Year Ended December 31, 2017
| (Thousands of Dollars)
Net income attributable to NuStar Energy L.P. | $ | 147,964 |
Less preferred limited partner interest | 40,448 |
Less general partner incentive distribution | 45,669 |
Net income after general partner incentive distribution and preferred limited partner interest | 61,847 |
General partner interest allocation | 2 | %
General partner interest allocation of net income | 1,237 |
General partner incentive distribution | 45,669 |
Net income applicable to general partner | $ | 46,906 |
Accumulated Other Comprehensive Income (Loss) The balance of and changes in the components included in AOCI were as follows:
| Foreign Currency Translation |  | Cash Flow Hedges |  | Pension and Other Postretirement Benefits |  | Total
| (Thousands of Dollars)
Balance as of January 1, 2017 | $ | (69,069 | ) |  | $ | (22,258 | ) |  | $ | (2,850 | ) |  | $ | (94,177 | )
Other comprehensive income (loss) before reclassification adjustments | 17,466 |  |  | (8,670 | ) |  | (4,641 | ) |  | 4,155 |
Net gain on pension costs reclassified into operating expense | — |  |  | — |  |  | (1,143 | ) |  | (1,143 | )
Net gain on pension costs reclassified into general and administrative expense | — |  |  | — |  |  | (386 | ) |  | (386 | )
Net loss on cash flow hedges reclassified into interest expense, net | — |  |  | 6,624 |  |  | — |  |  | 6,624 |
Other comprehensive income (loss) | 17,466 |  |  | (2,046 | ) |  | (6,170 | ) |  | 9,250 |
Balance as of December 31, 2017 | (51,603 | ) |  | (24,304 | ) |  | (9,020 | ) |  | (84,927 | )
Other comprehensive (loss) income before reclassification adjustments | (13,880 | ) |  | 17,912 |  |  | 3,282 |  |  | 7,314 |
Sale of European Operations reclassified into other income, net | 18,124 |  |  | — |  |  | — |  |  | 18,124 |
Net gain on pension costs reclassified into other income, net | — |  |  | — |  |  | (814 | ) |  | (814 | )
Net loss on cash flow hedges reclassified into interest expense, net | — |  |  | 5,499 |  |  | — |  |  | 5,499 |
Other | 60 |  |  | — |  |  | (134 | ) |  | (74 | )
Other comprehensive income | 4,304 |  |  | 23,411 |  |  | 2,334 |  |  | 30,049 |
Balance as of December 31, 2018 | (47,299 | ) |  | (893 | ) |  | (6,686 | ) |  | (54,878 | )
Other comprehensive income (loss) before reclassification adjustments | 3,527 |  |  | (19,045 | ) |  | 1,000 |  |  | (14,518 | )
Net gain on pension costs reclassified into other income, net | — |  |  | — |  |  | (2,314 | ) |  | (2,314 | )
Net loss on cash flow hedges reclassified into interest expense, net | — |  |  | 3,814 |  |  | — |  |  | 3,814 |
Other comprehensive income (loss) | 3,527 |  |  | (15,231 | ) |  | (1,314 | ) |  | (13,018 | )
Balance as of December 31, 2019 | $ | (43,772 | ) |  | $ | (16,124 | ) |  | $ | (8,000 | ) |  | $ | (67,896 | )

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- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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