Material Event - Form 8-K

Item 8.01. Other Events.

As previously reported, on January 22, 2024, NuStar Energy L.P., a Delaware limited partnership ("NuStar"), Sunoco LP., a Delaware limited partnership ("Sunoco"), Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (the "Merger Sub"), Riverwalk Logistics, L.P., a Delaware limited partnership (the "NuStar GP") and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (the "NuStar Managing GP") and the sole general partner of NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the "Sunoco GP") and sole general partner of Sunoco, entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into NuStar (the "Merger," and the effective time of the merger, the "Effective Time"), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco.

In connection with the proposed transaction between Sunoco and NuStar, Sunoco filed a registration statement on Form S-4 on February 26, 2024, as amended on March 20, 2024 (the "Registration Statement"), which contained a prospectus with respect to Sunoco's units to be issued in the proposed transaction and a proxy statement for NuStar's common unitholders (the "Proxy Statement/Prospectus"). The Registration Statement was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on April 3, 2024. NuStar filed the definitive Proxy Statement/Prospectus with the SEC on April 3, 2024, which was first mailed to NuStar common unitholders on or about April 3, 2024.

A purported unitholder of NuStar filed a lawsuit against NuStar and NuStar Managing GP's board of directors captioned: Smith v. NuStar Energy L.P., et al., Case No. (1:24-cv-00480-UNA) (D. Del. Apr. 15, 2024) (the "Smith Complaint") alleging, among other things, that (i) NuStar and members of the NuStar Managing GP board of directors violated Section 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14a-9 promulgated thereunder by preparing and disseminating a registration statement that misstates or omits certain allegedly material information and (ii) members of the NuStar Managing GP board of directors violated Section 20(a) of the Exchange Act by causing NuStar to disseminate a misleading registration statement. The Smith Complaint seeks, among other things, injunctive relief enjoining NuStar from holding the unitholder vote to approve the Merger and/or the consummation of the Merger, rescission or rescissory damages in the event the Merger is consummated and an award of the plaintiff's costs, including attorneys' and experts' fees.

Additionally, beginning on March 4, 2024, purported unitholders of NuStar sent demand letters (the "Demands" and, together with the Smith Complaint, the "Matters") alleging deficiencies regarding the disclosures made in the Proxy Statement/Prospectus.

NuStar and the other defendants named in the Matters believe that the Matters are without merit. However, litigation is inherently uncertain and there can be no assurance regarding the likelihood that the defense of the actions will be successful. Lawsuits arising out of the Merger may be filed in the future. While NuStar believes that the disclosures set forth in the Proxy Statement/Prospectus comply fully with applicable law, to moot the demanding unitholders' disclosure claims and to avoid nuisance, potential expense and delay, NuStar has determined to voluntarily supplement the Proxy Statement/Prospectus with the below disclosures. Nothing in the below supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein or in the Proxy Statement/Prospectus. To the contrary, NuStar and the other defendants named in the Matters deny all allegations in the Matters and that any additional disclosure was or is required in the Proxy Statement/Prospectus.

Supplemental Disclosures to the Proxy Statement/Prospectus

NuStar has agreed to make these supplemental disclosures to the Proxy Statement/Prospectus. This supplemental information should be read in conjunction with the Proxy Statement/Prospectus, which should be read in its entirety. Defined terms used but not defined below have the meanings set forth in the Proxy Statement/Prospectus. All page references in the information below are to pages in the Proxy Statement/Prospectus. Paragraph references used herein refer to the Proxy Statement/Prospectus before any additions or deletions resulting from the supplemental disclosures. The information contained herein speaks only as of April 22, 2024, unless the information indicates another date applies. For clarity, new text within restated paragraphs from the Proxy Statement/Prospectus is highlighted with bold, underlined text, while deleted text is bold and stricken-through.