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.



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 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.



	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:

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



	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



	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	)