v3.20.4

PARTNERS' EQUITY

12 Months Ended

Dec. 31, 2020

Partners' Capital Notes [Abstract]

PARTNERS' EQUITY

PARTNERS’ EQUITY

Please refer to Note 5 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 18.

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, 2020:

Units						Original Issuance Date						Number of Units Issued and Outstanding						Price per Unit						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					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					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					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 2021, our board of directors declared quarterly distributions with respect to the Series A, B and C Preferred Units to be paid on March 15, 2021.

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 5, 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.

The following table shows the balance of and changes in the number of our common units outstanding:

			Year Ended December 31,
			2020						2019						2018
Balance as of the beginning of year			108,527,806						107,225,156						93,176,683
Issuance of units			—						527,426						413,736
Unit-based compensation (refer to Note 23 for discussion)			940,321						775,224						225,144
Merger (refer to Note 5 for discussion)			—						—						13,409,593
Balance as of the end of year			109,468,127						108,527,806						107,225,156

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.

The following table summarizes information about cash distributions to our common limited partners applicable to the period in which the distributions were earned:

						Cash Distributions Per Unit						Total Cash Distributions						Record Date						Payment Date
												(Thousands of Dollars)
Quarter ended:
December 31, 2020						$	0.40					$	43,787					February 8, 2021						February 12, 2021
September 30, 2020						0.40						43,678						November 6, 2020						November 13, 2020
June 30, 2020						0.40						43,678						August 7, 2020						August 13, 2020
March 31, 2020						0.40						43,730						May 11, 2020						May 15, 2020
Year ended December 31, 2020						$	1.60					$	174,873
Year ended December 31, 2019						$	2.40					$	259,136
Year ended December 31, 2018						$	2.40					$	248,705

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. For the year ended December 31, 2018, the general partner earned $1.1 million in distributions related to the first quarter of 2018.

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, 2018			$	(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)
Other comprehensive income (loss) before reclassification adjustments			1,410						(30,291)						(2,924)						(31,805)
Net gain on pension costs reclassified into other income, net			—						—						(1,220)						(1,220)
Net loss on cash flow hedges reclassified into interest expense, net			—						4,265						—						4,265
Other comprehensive income (loss)			1,410						(26,026)						(4,144)						(28,760)
Balance as of December 31, 2020			$	(42,362)					$	(42,150)					$	(12,144)					$	(96,656)

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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

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

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