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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~September~~March 3031, ~~2017~~2018



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______ to _______

Commission File Number 1-32940

_________________________________________

NUSTAR GP HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

_________________________________________



Delaware		85-0470977
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

19003 IH-10 West San Antonio, Texas		78257
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (210) 918-2000

_________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:



Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of common units outstanding as of ~~October~~April 3130, ~~2017~~2018 was 42,~~951~~953,~~749~~132.

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NUSTAR GP HOLDINGS, LLC

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	3
	Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017	3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016	4
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2017	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017	5
	Condensed Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1312
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2119
Item 4.	Controls and Procedures	2119
PART II – OTHER INFORMATION
Item 5.	Other Information	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 6.	Exhibits	2220
SIGNATURES		2322

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PART I – FINANCIAL INFORMATION


Item 1.	Financial Statements

NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars, Except Unit Data)

	September 30, 2017			December 31, 2016
	March 31, 2018			December 31, 2017
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	~~218~~241		$	~~207~~422
Income tax receivable	~~303~~105			~~303~~105
Prepaid expenses and other current assets	282			292
Other receivables	—			26
Total current assets	803			802
Prepaid expenses and other current assets	259			319
Investment in NuStar Energy L.P.	293,519			268,742
Total current assets	605			872
Deferred income tax assets, net	5,283			5,086
Investment in NuStar Energy L.P.	270,649			279,721
Total assets	$	299,605		$	274,630
Deferred income tax assets, net	3,246			3,249
Total assets	$	274,500		$	283,842
Liabilities and Members’ Equity
Current liabilities:
Short-term debt	$	4243,~~500~~000		$	3042,~~000~~500
Payable to related party	8172			~~317~~205
Accounts payable	2126			13
Accrued liabilities	~~361~~255			~~460~~500
Taxes other than income tax	71169			6498
Total current liabilities	43,~~015~~622			3043,~~842~~306
Commitments and contingencies (Note 8)
Commitments and contingencies (Note 9)
Members’ equity (42,951,749 common units outstandingas of September 30, 2017 and December 31, 2016)	267,230			257,662
Members’ equity (42,953,132 and 42,977,132 common units outstandingas of March 31, 2018 and December 31, 2017)	239,033			251,358
Accumulated other comprehensive loss	(108,~~640~~155		)	(1310,~~874~~822		)
Total members’ equity	~~256~~230,~~590~~878			~~243~~240,~~788~~536
Total liabilities and members’ equity	$	~~299~~274,~~605~~500		$	~~274~~283,~~630~~842

See Condensed Notes to Consolidated Financial Statements.

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, Thousands of Dollars, Except Unit and Per Unit Data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2017			2016			2017			2016
	2018			2017
Equity in earnings of NuStar Energy L.P.	$	1213,~~177~~315		$	1618,~~130~~112		$	~~41,252~~		$	~~49,425~~
General and administrative expenses:
Third parties	(~~660~~670		)	(~~454~~587		)	~~(1,860~~		)	~~(1,794~~		)
Related party	(~~242~~218		)	(~~250~~241		)	~~(725~~		)	~~(583~~		)
Total general and administrative expenses	(~~902~~888		)	(~~704~~828		)	~~(2,585~~		)	~~(2,377~~		)
Other income, net	—			2,142			41,603			2,755
Interest expense, net	(486		)	(292		)
Interest expense, net	(448		)	(276		)	(1,134		)	(789		)
Income before income tax expense	11,941			16,992
Income before income tax benefit	10,827			17,292			79,136			49,014
Income tax expense	(2		)	—
Income tax benefit	203			28			197			55
Net income	$	11,939		$	16,992
Net income	$	11,030		$	17,320		$	79,333		$	49,069
Net income per unit	$	0.28		$	0.39
Net income per unit	$	0.26		$	0.40		$	1.84		$	1.14
Weighted-average number of common units outstanding	42,955,799			42,951,749
Weighted-average number of common units outstanding	42,951,749			42,931,242			42,951,749			42,930,951
Comprehensive income	$	14,606		$	17,552
Comprehensive income	$	11,782		$	17,076		$	82,567		$	38,641

See Condensed Notes to Consolidated Financial Statements.

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, Thousands of Dollars)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2017			2016
	2018			2017
Cash Flows from Operating Activities:
Net income	$	7911,~~333~~939		$	4916,~~069~~992
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of NuStar Energy L.P.	(4113,~~252~~315		)	(4918,~~425~~112		)
Distributions of equity in earnings from NuStar Energy L.P.	4113,~~252~~315			4918,~~425~~112
Gain related to NuStar Energy L.P.’s issuance of common limited partner units	(41,603		)	(2,142		)
Unit-based compensation expense	232			203
Gain on sale of NuStar Energy L.P. common limited partner units in connection with unit-based compensation	—			(613		)
Amortization of deferred debt costs	49			42
Unit-based compensation expense	615			460
Deferred income tax expense	3			—
Amortization of deferred debt costs	134			126
Changes in current assets and liabilities (Note 7)	(147		)	(362		)
Deferred income tax benefit	(197		)	(63		)
Net cash provided by operating activities	12,076			16,875
Changes in current assets and liabilities (Note 6)	(286		)	(3,532		)
Increase in long-term receivable from related party	—			(899		)
Increase in long-term liabilities	—			1,183
Net cash provided by operating activities	37,996			43,589
Cash Flows from Investing Activities:
Distributions in excess of equity in earnings from NuStar Energy L.P.	3311,~~658~~109			225,~~431~~965
Investment in NuStar Energy L.P.	(13,597		)	(737		)
Net cash provided by investing activities	11,109			5,965
Proceeds from sale of NuStar Energy L.P. common units in connectionwith unit-based compensation	—			1,319
Net cash provided by investing activities	20,061			23,013
Cash Flows from Financing Activities:
Proceeds from short-term debt borrowings	~~15,~~500			41,000
Repayment of short-term debt	(3,000		)	—
Distributions to unitholders	(23,423		)	(23,408		)
Distributions to unitholders	(70,225		)	(70,192		)
Other, net	(443		)	(51		)
Other, net	(321		)	(84		)
Net cash used in financing activities	(23,366		)	(22,459		)
Net cash used in financing activities	(58,046		)	(66,276		)
Net (decrease) increase in cash and cash equivalents	(181		)	381
Net increase in cash and cash equivalents	11			326
Cash and cash equivalents as of the beginning of the period	422			207
Cash and cash equivalents as of the beginning of the period	207			34
Cash and cash equivalents as of the end of the period	$	241		$	588
Cash and cash equivalents as of the end of the period	$	218		$	360

See Condensed Notes to Consolidated Financial Statements.

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

NuStar GP Holdings, LLC (NuStar GP Holdings) (NYSE: NSH) is a publicly held Delaware limited liability company. Unless otherwise indicated, the terms “NuStar GP Holdings,” “NSH,” “we,” “our” and “us” are used in this report to refer to NuStar GP Holdings, LLC, to one or more of our consolidated subsidiaries or to all of them taken as a whole.

Our unitholders have no liability under our limited liability company agreement, or for any of our debts, obligations or liabilities, in their capacity as unitholders.

We have no operations or sources of income or cash flows other than our investment in NuStar Energy L.P. (NuStar Energy or NS) (NYSE: NS). As of ~~September~~March 3031, ~~2017~~2018, we have an approximate 13% ownership in NuStar Energy, consisting of the following:


•	the general partner interest;

• 100% of the incentive distribution rights (IDRs) issued by NuStar Energy, which entitle us to receive increasing percentages of the cash distributed by NuStar Energy~~, currently at the maximum percentage of 23%~~; and


•	10,214,626 common units of NuStar Energy.

NuStar Energy is a publicly held Delaware limited partnership engaged in the transportation of petroleum products and anhydrous ammonia, and the terminalling, storage and marketing of petroleum products. NuStar Energy has pipelines in the United States, as well as terminal and storage facilities in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, and the United Kingdom. NuStar Energy conducts its operations through its subsidiaries, primarily NuStar Logistics, L.P. (NuStar Logistics) and NuStar Pipeline Operating Partnership L.P. Unless otherwise indicated, the term “NuStar Energy” is used in this report to refer to NuStar Energy L.P., to one or more of its consolidated subsidiaries or to all of them taken as a whole.

Recent Developments

Navigator Acquisition and Financing Transactions. On May 4, 2017, NuStar Energy completed the acquisition of Navigator Energy Services, LLC for approximately $1.5 billion (the Navigator Acquisition). In order to fund the purchase price, NuStar Energy issued 14,375,000 common units for net proceeds of $657.5 million, NuStar Logistics issued $550.0 million of 5.625% senior notes for net proceeds of $543.3 million and NuStar Energy issued 15,400,000 of its 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Series B Preferred Units) for net proceeds of $371.8 million. In conjunction with the Navigator Acquisition, NuStar Energy’s partnership agreement was amended and restated to, among other things, provide a waiver of certain quarterly distributions with respect to our IDRs. In April 2017, we borrowed approximately $14.0 million under our revolving credit facility to fund a contribution to NuStar Energy in order to maintain our 2% general partner interest in connection with NuStar Energy’s issuance of common units. Please refer to Note 2 for a discussion of these transactions.

Basis of Presentation

These unaudited condensed consolidated financial statements include the accounts of NuStar GP Holdings and subsidiaries in which it has a controlling interest. Intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and all disclosures are adequate. All such adjustments are of a normal recurring nature unless disclosed otherwise. Financial information for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017 included in these Condensed Notes to Consolidated Financial Statements is derived from our unaudited condensed consolidated financial statements. Operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

New Accounting Pronouncements

Statement of Cash Flows. In August 2016, the Financial Accounting Standards Board issued amended guidance that clarifies how entities should present certain cash receipts and cash payments on the statement of cash flows, including but not limited to debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and distributions received from equity method investees. The changes are effective for annual and interim periods beginning after December 15, 2017, and amendments should be applied retrospectively. Pursuant to the new guidance, we classify cash distributions received from NuStar Energy on our statements of cash flows using a

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~The~~cumulative ~~consolidated~~earnings ~~balance~~approach. ~~sheet~~We asadopted ofthese ~~December~~provisions January 311, ~~2016~~2018, ~~has~~and ~~been~~the ~~derived~~guidance ~~from~~did ~~the~~not ~~audited~~impact ~~consolidated~~our ~~financial~~ statements as of ~~that~~cash ~~date.~~flows ~~These~~or unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016disclosures.

~~New~~2. ~~Accounting~~MERGER ~~Pronouncements~~AGREEMENT

~~Unit-Based~~On ~~Payments~~February 7, 2018, NuStar GP Holdings, NuStar Energy, Riverwalk Logistics, L.P., InNuStar ~~May~~GP, ~~2017~~LLC, ~~the~~Marshall ~~Financial~~Merger ~~Accounting~~Sub ~~Standards~~LLC, ~~Board~~a wholly owned subsidiary of NuStar Energy (~~FASB~~Merger Sub), ~~issued~~and ~~amended~~Riverwalk ~~guidance~~Holdings, ~~that~~LLC ~~clarifies~~entered ~~when~~into aan ~~change~~Agreement toand Plan of Merger (the ~~terms~~Merger ~~and~~Agreement) ~~conditions~~pursuant ofto awhich ~~unit-based~~Merger ~~payment~~Sub ~~award~~will ismerge ~~accounted~~with ~~for~~and asinto aNuStar ~~modification.~~GP ~~Under~~Holdings with NuStar GP Holdings being the ~~amended~~surviving ~~guidance~~entity (the Merger), ansuch ~~entity~~that NuStar Energy will ~~apply~~be ~~modification~~our ~~accounting~~sole ifmember following the ~~value,~~Merger. ~~vesting~~Pursuant orto ~~classification~~the ofMerger Agreement and at the ~~unit-based~~effective ~~payment~~time ~~award~~of ~~changes.~~the ~~The~~Merger, ~~guidance~~NuStar isEnergy’s ~~effective~~partnership ~~for~~agreement ~~annual~~will ~~and~~be ~~interim~~amended ~~periods~~and ~~beginning~~restated ~~after~~to, ~~December~~among 15other things, ~~2017~~(i) cancel the incentive distribution rights, ~~and~~(ii) ~~amendments~~convert ~~should~~the be2% ~~applied~~general ~~prospectively.~~partner Weinterest ~~will~~in ~~adopt~~NuStar ~~these~~Energy ~~provisions~~into ~~January~~a 1,non-economic ~~2018,~~management interest and we(iii) doprovide ~~not~~the ~~expect~~holders of NuStar Energy’s common units with voting rights in the ~~guidance~~election toof ~~have~~the amembers ~~material~~of ~~impact~~the onboard ~~our~~of ~~financial~~directors ~~position~~of NuStar GP, ~~results~~LLC ofat ~~operations~~an orannual ~~disclosures~~meeting, beginning in 2019.

~~Statement~~At ofthe ~~Cash~~effective ~~Flows.~~time Inof ~~August~~the ~~2016~~Merger, ~~the~~each ~~FASB~~of ~~issued~~our ~~amended~~outstanding ~~guidance~~common ~~that~~units ~~clarifies~~will ~~how~~be ~~entities~~converted ~~should~~into ~~present~~the ~~certain~~right ~~cash~~to ~~receipts~~receive ~~and~~0.55 ~~cash~~of ~~payments~~a onNuStar ~~the~~Energy ~~statement~~common unit. All of ~~cash~~our ~~flows~~common units, ~~including~~when ~~but~~converted, ~~not~~will ~~limited~~cease to ~~debt~~be ~~prepayment~~outstanding orand ~~debt~~will ~~extinguishment~~automatically ~~costs,~~be ~~contingent~~cancelled ~~consideration~~and ~~payments~~no ~~made~~longer ~~after~~exist. aNo ~~business~~fractional ~~combination,~~NuStar ~~proceeds~~Energy ~~from~~common ~~the~~units ~~settlement~~will ofbe ~~insurance~~issued ~~claims~~in ~~and~~the ~~distributions~~Merger; ~~received~~instead, ~~from~~each ~~equity~~holder ~~method~~of ~~investees.~~our ~~The~~common ~~changes~~units ~~are~~otherwise ~~effective~~entitled ~~for~~to ~~annual~~receive ~~and~~a ~~interim~~fractional ~~periods~~NuStar ~~beginning~~Energy ~~after~~common ~~December~~unit ~~15,~~will ~~2017,~~receive ~~and~~cash ~~amendments~~in ~~should~~lieu ~~be applied retrospectively~~thereof. WeFurthermore, ~~will~~the ~~adopt these provisions January 1~~10, ~~2018~~214,626 ~~and~~NuStar weEnergy docommon ~~not~~units ~~expect~~currently ~~the~~owned ~~guidance~~by tous ~~have~~will abe ~~material~~cancelled ~~impact~~and onwill ~~our~~cease ~~statements~~to ~~of cash flows or disclosures~~exist.

2At the effective time of the Merger, each outstanding award of NuStar GP Holdings restricted units will be converted, on the same terms and conditions as were applicable to the awards immediately prior to the Merger, into an award of NuStar Energy restricted units. ~~INVESTMENT~~The INnumber ~~NUSTAR~~of ~~ENERGY~~NuStar Energy restricted units subject to the converted awards will be determined as provided in the Merger Agreement. Each of our executive officers and directors has agreed and acknowledged that the Merger will not be deemed to trigger a “change of control” as defined under the NuStar GP Holdings plan or award, and has waived any rights to vesting, payment or other benefit thereunder that would arise upon a “change of control,” to which he or she might otherwise have been entitled.

~~Navigator~~The ~~Acquisition~~Merger Agreement contains customary representations and warranties and covenants by each of the parties. Completion of the Merger is conditioned upon, among other things: (i) approval of the Merger Agreement by the affirmative vote of holders of a Unit Majority, as defined in the Second Amended and Restated Limited Liability Company Agreement of NuStar GP Holdings, as amended; (ii) the effectiveness of a registration statement on Form S-4 with respect to the issuance by NuStar Energy of its common units in connection with the Merger; (iii) the absence of certain legal injunctions or impediments prohibiting the transactions; (iv) the receipt of certain tax opinions from a nationally recognized tax counsel; and (v) the approval for the listing of NuStar Energy’s common units to be issued in the Merger on the New York Stock Exchange.

~~On April 11, 2017,~~ NuStar Energy entered into a ~~Membership~~Support ~~Interest~~Agreement, ~~Purchase~~dated ~~and~~as ~~Sale~~of ~~Agreement~~February 7, 2018 (the ~~Acquisition~~Support Agreement), with FRMerger ~~Navigator~~Sub, WLG Holdings, LLC, toa ~~acquire~~Texas ~~all of the issued and outstanding~~ limited liability company ~~interests~~(WLG inHoldings), ~~Navigator~~Mr. ~~Energy~~Greehey ~~Services~~(together, ~~LLC~~WLG ~~(Navigator)~~Holdings ~~for~~and ~~approximately $1~~Mr.5 ~~billion.~~Greehey ~~NuStar~~are ~~Energy~~referred ~~closed~~to onas the ~~Navigator~~Greehey ~~Acquisition~~Unitholders), ~~on May 4~~and, ~~2017~~for ~~and~~limited ~~funded~~purposes, ~~the~~us, ~~purchase~~pursuant ~~price~~to ~~with~~which the ~~net~~Greehey ~~proceeds~~Unitholders ofhave ~~the~~agreed ~~equity~~to ~~and~~vote ~~debt~~in ~~issuances~~favor ~~described~~of ~~below.~~the ~~The~~approval ~~assets~~and ~~acquired~~adoption ~~consisted~~ of ~~crude~~the ~~oil~~Merger ~~transportation~~Agreement, ~~pipeline~~the ~~gathering~~approval ~~and~~of ~~storage~~the ~~assets~~Merger ~~located~~and inany ~~the~~other ~~Midland~~action ~~Basin~~required ofin ~~West~~furtherance ~~Texas~~thereof ~~consisting~~submitted ~~of:~~for ~~(i)~~the ~~more~~vote ~~than~~or ~~500~~written ~~miles~~consent of ~~crude~~our ~~oil~~unitholders. ~~gathering~~The ~~and~~Greehey ~~transportation~~Unitholders ~~pipelines~~collectively ~~with~~own approximately ~~92,000~~21% ~~barrels~~of ~~per~~our ~~day~~outstanding ~~ship-or-pay~~units. ~~volume~~The ~~commitments~~Support ~~and~~Agreement ~~deliverability~~will ofterminate ~~approximately 412,000 barrels per day;~~ (iii) aat ~~pipeline~~the ~~gathering~~effective ~~system~~time ~~with more than 200 connected producer tank batteries capable~~ of ~~more~~the ~~than 400~~Merger,~~000~~ ~~barrels~~(ii) ~~per~~upon ~~day~~the termination of ~~pumping~~the ~~capacity~~Merger ~~covering~~Agreement ~~over~~as ~~500~~provided therein,~~000~~ ~~dedicated~~or ~~acres with fixed fee contracts; and~~ (iii) ~~approximately~~at ~~1.0~~such ~~million~~time ~~barrels~~as ofNuStar ~~crude~~Energy ~~oil~~and ~~storage~~the ~~capacity~~Greehey ~~with~~Unitholders ~~440,000~~agree ~~barrels~~in ~~contracted~~writing to ~~third~~terminate ~~parties.~~the Support Agreement.

~~The~~After ~~Navigator~~the ~~Acquisition~~Merger, ~~broadens~~the NuStar ~~Energy’s~~GP, ~~geographic~~LLC ~~footprint~~board byof ~~marking~~directors ~~its~~is ~~entry~~expected ~~into~~to ~~the~~consist ~~Permian~~of ~~Basin~~nine ~~and~~members, ~~complements~~initially ~~its~~composed ~~existing~~of ~~asset~~the ~~base.~~six ~~NuStar~~members ~~Energy~~of ~~believes~~the ~~this~~NuStar ~~acquisition provides a strong growth platform that~~GP, ~~when~~LLC ~~coupled~~board ~~with~~of ~~its~~directors ~~assets~~and in the ~~Eagle~~three ~~Ford~~independent ~~region,~~directors ~~solidifies its presence in two~~ of the ~~most~~board ~~prolific~~of ~~basins~~directors inof ~~the~~NuStar ~~United~~GP ~~States~~Holdings.

~~In connection with~~ NuStar Energy’s ~~issuance~~filed ofa ~~the~~registration ~~Series~~statement Bon ~~Preferred~~Form ~~Units described below and the Navigator Acquisition~~S-4, ~~NuStar~~as ~~Energy’s partnership agreement was~~ amended, ~~and~~with ~~restated~~respect to ~~waive up to an aggregate $22.0 million of~~ the ~~quarterly incentive distributions payable to us for any NS~~ common units ~~issued from the date of the Acquisition Agreement (other than those attributable~~ to NSbe ~~common units~~ issued ~~under~~by ~~any~~NuStar ~~equity~~Energy ~~compensation~~in ~~plan)~~connection ~~for ten consecutive quarters, starting~~ with the ~~distributions for the second quarter of 2017~~Merger.

Issuance of Common Units

On April 18, 2017, NuStar Energy issued 14,375,000 common units representing limited partner interests at a price of $46.35 per unit. NuStar Energy used the net proceeds from this offering of $657.5 million, including our contribution of $13.6 million to maintain our 2% general partner interest, to fund a portion of the purchase price for the Navigator Acquisition. We borrowed approximately $14.0 million under our revolving credit facility to fund our general partner contribution to NuStar Energy, and our common limited partner ownership interest in NuStar Energy was approximately 11% subsequent to this issuance.

This issuance resulted in a gain of $41.6 million, which is included in “Other income, net” on our condensed consolidated statements of comprehensive income for the nine months ended September 30, 2017, and represents the gain as if we had sold a proportionate share of our investment in NuStar Energy.

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~Issuance~~3. ofINVESTMENT ~~Series~~IN BNUSTAR ~~Preferred Units~~ENERGY

On April 28, 2017, NuStar Energy issued 15,400,000 of its Series B Preferred Units representing limited partner interests at a price of $25.00 per unit. NuStar Energy used the net proceeds of $371.8 million from the issuance of the Series B Preferred Units to fund a portion of the purchase price for the Navigator Acquisition ~~and to pay related fees and expenses.~~

~~The~~On ~~Series~~April B11, ~~Preferred~~2017, ~~Units~~NuStar ~~rank~~Energy ~~senior~~entered tointo ~~our~~a ~~general~~Membership ~~partner~~Interest ~~and~~Purchase ~~common limited partner interests with respect to distribution rights~~ and ~~rights~~Sale ~~upon~~Agreement ~~liquidation. Distributions on~~ (the ~~Series~~Acquisition BAgreement) ~~Preferred~~with ~~Units~~FR ~~are~~Navigator ~~payable~~Holdings ~~out~~LLC ofto ~~any~~acquire ~~legally~~all ~~available funds, accrue and are cumulative from the date~~ of ~~original issuance of~~ the ~~Series~~issued ~~B Preferred Units~~ and ~~are~~outstanding ~~payable~~limited ~~quarterly.~~liability ~~The~~company ~~holders~~interests ofin ~~the~~Navigator ~~Preferred~~Energy ~~Units~~Services, ~~are~~LLC ~~entitled~~(Navigator) tofor ~~receive~~approximately ~~quarterly distributions at an initial distribution rate of 7.625% per annum of the~~ $251.005 ~~liquidation~~billion ~~preference per unit~~ (~~equal~~the toNavigator ~~$1.90625 per unit per annum~~Acquisition). OnNuStar ~~and~~Energy ~~after~~closed ~~June~~the ~~15,~~Navigator ~~2022,~~Acquisition ~~distributions~~ on ~~the~~May ~~Series~~4, B2017. ~~Preferred~~The ~~Units~~assets ~~accumulate~~acquired atconsist ~~a percentage~~ of ~~the~~crude ~~$25.00~~oil ~~liquidation~~transportation, ~~preference~~pipeline ~~equal~~gathering toand anstorage ~~annual~~assets ~~floating~~located ~~rate~~in of the ~~three-month~~Midland ~~LIBOR~~Basin ~~plus a spread~~ of 5West Texas.~~643%.~~

Summary Financial Information

Condensed consolidated financial information reported by NuStar Energy is presented below:

	September 30, 2017		December 31, 2016
	March 31, 2018		December 31, 2017
	(Thousands of Dollars)
Balance Sheet Information:
Current assets	$	~~233~~227,~~872~~997	$	~~377~~250,~~183~~432
Property, plant and equipment, net	4,~~188~~387,~~149~~224		34,~~722~~300,~~283~~933
Goodwill	1,~~095~~094,~~943~~661		~~696~~1,~~637~~097,475
Intangible assets, net	797,339		127,083
Other non-current assets	876,831		886,393
Other non-current assets	103,465		107,359
Total assets	$	6,586,713	$	6,535,233
Total assets	$	6,418,768	$	5,030,545
Current liabilities	$	652,636	$	651,506
Current liabilities	$	641,067	$	289,396
Long-term debt, net of current portion	3,306,093		3,263,069
Long-term debt, net of current portion	3,232,599		3,014,364
Other non-current liabilities	135,927		140,569
Other non-current liabilities	125,240		115,168
Total liabilities	4,094,656		4,055,144
Total liabilities	3,998,906		3,418,928
NuStar Energy partners’ equity	2,492,057		2,480,089
NuStar Energy partners’ equity	2,419,862		1,611,617
Total liabilities and partners’ equity	$	6,586,713	$	6,535,233
Total liabilities and partners’ equity	$	6,418,768	$	5,030,545

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2017		2016		2017		2016
	2018		2017
	(Thousands of Dollars)
Statement of Comprehensive Income Information:
Revenues	$	~~440~~475,~~566~~881	$	~~441~~487,~~418~~430	$	~~1,363,484~~	$	~~1,284,925~~
Operating income	$	9198,~~717~~480	$	8797,~~954~~139	$	~~262,260~~	$	~~273,736~~
Net income	$	38126,~~592~~133	$	5157,~~141~~940	$	~~122,782~~	$	~~161,059~~

Other

Our investment in NuStar Energy reconciles to NuStar Energy’s partners’ equity as follows:



	March 31, 2018			December 31, 2017
	(Thousands of Dollars)
NuStar Energy’s partners’ equity	$	2,492,057		$	2,480,089
Less NuStar Energy’s preferred limited partners’ equity	756,494			756,603
NuStar Energy’s partners’ equity, excluding preferred limited partners’ equity	1,735,563			1,723,486
NuStar GP Holdings’ ownership interest in NuStar Energy	12.7		%	12.8		%
NuStar GP Holdings’ share of NuStar Energy’s partners’ equity	220,417			220,606
Step-up in basis related to NuStar Energy’s assets and liabilities, including equity method goodwill, and other	50,232			59,115
Investment in NuStar Energy	$	270,649		$	279,721

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~Other~~4. RELATED PARTY TRANSACTIONS

~~Our~~NuStar ~~investment~~GP, inLLC is a party to the Amended and Restated Services Agreement with NuStar Services Company LLC (NuStar Services Co), a wholly owned subsidiary of NuStar Energy, ~~reconciles~~(the GP Services Agreement). The GP Services Agreement provides that NuStar Services Co will furnish administrative services necessary to conduct our business. We will compensate NuStar ~~Energy’s~~Services ~~partners’~~Co ~~equity~~for asthese ~~follows:~~ services through an annual fee of $1.0 million, subject to adjustment based on the annual merit increase percentage applicable to NuStar Services Co employees for the most recently completed fiscal year and for changes in level of service. The GP Services Agreement will expire on March 1, 2020 and will automatically renew for successive two-year terms, unless terminated by either party. Administrative expenses related to the GP Services Agreement are reported in related party general and administrative expenses on the consolidated statements of comprehensive income.

	September 30, 2017			December 31, 2016
	(Thousands of Dollars)
NuStar Energy’s partners’ equity	$	2,419,862		$	1,611,617
Less NuStar Energy’s preferred limited partners’ equity	589,920			218,400
NuStar Energy’s partners’ equity, excluding preferred limited partners’ equity	1,829,942			1,393,217
NuStar GP Holdings’ ownership interest in NuStar Energy	12.8		%	14.7		%
NuStar GP Holdings’ share of NuStar Energy’s partners’ equity	234,233			204,803
Step-up in basis related to NuStar Energy’s assets and liabilities, including equity method goodwill, and other	59,286			63,939
Investment in NuStar Energy	$	293,519		$	268,742

5. DISTRIBUTIONS FROM NUSTAR ENERGY

3NuStar Energy’s partnership agreement determines the amount and priority of cash distributions that NuStar Energy’s unitholders and general partner may receive. ~~RELATED~~We, ~~PARTY~~as ~~TRANSACTIONS~~NuStar Energy’s general partner, are entitled to incentive distributions if the amount NuStar Energy distributes with respect to any quarter exceeds $0.60 per common unit, with the maximum percentage of 23% of the amount of any quarterly distribution in excess of $0.66 per common unit. We also receive a 2% distribution with respect to our general partner interest.

~~Employee Transfer from NuStar GP, LLC.~~ On ~~March~~April 126, ~~2016~~2018, NuStar ~~GP,~~Energy ~~LLC,~~announced ~~our~~that ~~wholly~~the ~~owned~~board ~~subsidiary, transferred and assigned to NuStar Services Company LLC (NuStar Services Co), a wholly owned subsidiary~~ of ~~NuStar~~directors ~~Energy, all~~ of NuStar GP, LLC’s ~~employees~~reset ~~and~~its ~~related~~quarterly ~~benefit~~distribution ~~plans,~~per ~~programs,~~common ~~contracts~~unit ~~and~~to ~~policies~~$0.60 (~~the~~$2.40 ~~Employee~~on ~~Transfer).~~an ~~Our~~annualized ~~officers~~basis), ~~who~~starting ~~are~~with ~~also~~the ~~officers~~first ofquarter ~~NuStar~~distribution ~~GP,~~payable ~~LLC,~~on ~~are~~May ~~now~~14, ~~dual~~2018. As ~~employees~~a result of ~~NuStar~~the ~~GP,~~reduction ~~LLC~~in ~~and~~ NuStar ~~Services~~Energy’s ~~Co.~~quarterly Asdistribution ato ~~result~~its ofcommon ~~the~~limited ~~Employee~~partners ~~Transfer~~to $0.60, ~~NuStar~~we ~~Energy~~are ~~pays~~not ~~employee~~entitled ~~costs~~to ~~directly~~receive ~~and~~incentive ~~sponsors~~distributions ~~the~~from ~~long-term~~NuStar ~~incentive~~Energy ~~plan~~pursuant ~~and~~to ~~other~~its ~~employee~~Partnership ~~benefit plans~~Agreement.

GPThe ~~Services~~following ~~Agreement.~~table ~~Prior~~reflects to the ~~Employee~~allocation ~~Transfer, NuStar GP, LLC managed the operations~~ of NuStar Energy ~~under a services agreement effective January 1, 2008 pursuant to which employees of NuStar GP, LLC performed services for NuStar Energy~~’s ~~U.S.~~cash ~~operations.~~distributions ~~Employees~~earned ~~of NuStar GP, LLC provided services to both NuStar Energy and NuStar GP Holdings; therefore, NuStar Energy reimbursed NuStar GP, LLC~~ for ~~all employee costs incurred prior to~~ the ~~Employee~~periods ~~Transfer,~~indicated ~~other~~among ~~than~~its ~~the~~general ~~expenses~~partner allocated specifically to NuStar GP Holdings (the Holdco Administrative Services Expense). For the nine months ended September 30, 2016, NuStar Energy reimbursed NuStar GP, LLC $32.1 million for payroll, employee benefit plan and ~~unit-based~~common ~~compensation~~limited ~~expenses and $0.1 million related to other expenses. The Holdco Administrative Services Expense totaled $0.2 million for the nine months ended September 30, 2016.~~ partners:

In conjunction with the Employee Transfer, NuStar GP, LLC entered into an Amended and Restated Services Agreement with NuStar Services Co, a wholly owned subsidiary of NuStar Energy, effective March 1, 2016 (the Amended GP Services Agreement). The Amended GP Services Agreement provides that NuStar Services Co will furnish administrative services necessary to conduct our business. We will compensate NuStar Services Co for these services through an annual fee of $1.0 million, subject to adjustment based on the annual merit increase percentage applicable to NuStar Services Co employees for the most recently completed fiscal year and for changes in level of service. The Amended GP Services Agreement will terminate on March 1, 2020 and will automatically renew for successive two-year terms, unless terminated by either party. Administrative expenses related to the Amended GP Services Agreement are reported in related party general and administrative expenses on the consolidated statements of comprehensive income.



	Three Months Ended March 31,
	2018		2017
	(Thousands of Dollars, Except Per Unit Data)
General partner interest	$	1,141	$	2,343
General partner IDRs	—		12,912
Total general partner distribution	1,141		15,255
Common limited partner distribution	6,129		11,185
Total distributions to NuStar GP Holdings	7,270		26,440
Public common limited partners’ distribution	49,787		90,728
Total cash distributions	$	57,057	$	117,168
Cash distributions per unit applicable to common limited partners	$	0.600	$	1.095

~~Balance~~The ~~Sheet~~following ~~Items.~~table Wesummarizes ~~had~~information arelated ~~payable~~ to NuStar Energy’s ofquarterly ~~$0.1~~cash ~~million~~distributions ~~and~~to ~~$0.3~~its ~~million~~general aspartner ~~of September 30, 2017~~ and ~~December 31,~~common ~~2016,~~limited ~~respectively, mainly comprised of service fees and expenses paid on our behalf.~~partners:



Quarter Ended	Cash Distributions Per Common Unit		Total Cash Distributions		Record Date	Payment Date
			(Thousands of Dollars)
March 31, 2018	$	0.600	$	57,057	May 8, 2018	May 14, 2018
December 31, 2017	$	1.095	$	115,267	February 8, 2018	February 13, 2018

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

46. ~~DISTRIBUTIONS~~FAIR ~~FROM~~VALUE ~~NUSTAR ENERGY~~MEASUREMENTS

Beginning with the distribution earned for the second quarter of 2017, we will not receive incentive distributions with respect to certain NS common units, including those recently issued by NuStar Energy in connection with the Navigator Acquisition. Please refer to Note 2 for further discussion.

The following table reflects the allocation of NuStar Energy’s cash distributions earned for the periods indicated among its general partner and common limited partners:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(Thousands of Dollars, Except Per Unit Data)
General partner interest	$	2,302	$	1,976	$	6,947	$	5,898
General partner IDRs	10,912		10,890		34,736		32,500
Total general partner distribution	13,214		12,866		41,683		38,398
Common limited partner distribution	11,185		11,185		33,555		33,514
Total distributions to NuStar GP Holdings	24,399		24,051		75,238		71,912
Public common limited partners’ distribution	90,685		74,758		272,097		222,999
Total cash distributions	$	115,084	$	98,809	$	347,335	$	294,911
Cash distributions per unit applicable to common limited partners	$	1.095	$	1.095	$	3.285	$	3.285

The following table summarizes information related to NuStar Energy’s quarterly cash distributions to its general partner and common limited partners:

Quarter Ended	Cash Distributions Per Common Unit		Total Cash Distributions		Record Date	Payment Date
			(Thousands of Dollars)
September 30, 2017 (a)	$	1.095	$	115,084	November 9, 2017	November 14, 2017
June 30, 2017	$	1.095	$	115,083	August 7, 2017	August 11, 2017
March 31, 2017	$	1.095	$	117,168	May 8, 2017	May 12, 2017
December 31, 2016	$	1.095	$	98,971	February 8, 2017	February 13, 2017

(a) The distribution was announced on October 18, 2017.

5. FAIR VALUE MEASUREMENTS

We segregate the inputs used in measuring fair value into three levels: Level 1, defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists.

We recognize cash equivalents, receivables, payables and short-term debt in our consolidated balance sheets at their carrying amounts. The fair values of these financial instruments approximate their carrying amounts. The fair value of our short-term debt would fall in Level 2 of the fair value hierarchy.

7. STATEMENTS OF CASH FLOWS

Changes in current assets and current liabilities were as follows:



	Three Months Ended March 31,
	2018			2017
	(Thousands of Dollars)
Decrease (increase) in current assets:
Other receivables	$	26		$	—
Prepaid expenses and other current assets	11			(40		)
Increase (decrease) in current liabilities:
Payable to related party	(133		)	(237		)
Accounts payable	123			172
Accrued liabilities	(245		)	(201		)
Taxes other than income tax	71			(56		)
Changes in current assets and current liabilities	$	(147	)	$	(362	)

Cash flows related to interest were as follows:



	Three Months Ended March 31,
	2018		2017
	(Thousands of Dollars)
Cash paid for interest	$	435	$	251

8. CREDIT FACILITY

Our revolving credit facility dated June 28, 2013 currently has a borrowing capacity of up to $60.0 million, of which up to $10.0 million may be available for letters of credit. We amended this facility on April 9, 2018 to extend the maturity date to the earlier of August 8, 2018 or the effective date of the Merger discussed in Note 2. The amendment to the revolving credit facility also decreased the minimum cash distributions we are required to receive from NuStar Energy each fiscal quarter from $19.0 million to $7.0 million in respect of our ownership interests in NuStar Energy. Our obligations under our revolving credit facility are guaranteed by Riverwalk Holdings, LLC (Riverwalk), our wholly owned subsidiary. In connection with the amendment, Riverwalk increased the number of NuStar Energy common units that Riverwalk has pledged to secure its guarantee from a total of 2,926,833 to 6,926,833.

Borrowings under our revolving credit facility are used to fund capital contributions to NuStar Energy to maintain our 2% general partner interest when NuStar Energy issues additional common units and to meet other liquidity and capital resource requirements. As of March 31, 2018, we had outstanding borrowings of $43.0 million and availability of $17.0 million for borrowings under our revolving credit facility. Interest on our revolving credit facility is based upon, at our option, either an alternative base rate or a LIBOR-based rate. The weighted-average interest rates related to borrowings under our revolving credit facility as of March 31, 2018 and December 31, 2017, were 3.9% and 3.6%, respectively.

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

6Our revolving credit facility contains customary restrictive covenants, such as limitations on indebtedness, liens, dispositions of material property, mergers, asset transfers and certain investing activities. ~~STATEMENTS~~In OFaddition, ~~CASH~~our ~~FLOWS~~revolving credit facility requires NuStar Energy to comply with the financial covenant contained in NuStar Logistics’ revolving credit facility. Our management believes that we are in compliance with the covenants in the revolving credit facility as of March 31, 2018.

~~Changes~~9. inCOMMITMENTS ~~current~~AND ~~assets and current liabilities were as follows:~~ CONTINGENCIES

	Nine Months Ended September 30,
	2017			2016
	(Thousands of Dollars)
Decrease (increase) in current assets:
Receivable from related party, net	$	—		$	(1,227	)
Income tax receivable	—			909
Other receivables	—			(32		)
Prepaid expenses and other current assets	41			(21		)
Increase (decrease) in current liabilities:
Payable to related party	(236		)	—
Accounts payable	1			(221		)
Accrued compensation expense	—			(1,339		)
Accrued liabilities	(99		)	11
Taxes other than income tax	7			(1,612		)
Changes in current assets and current liabilities	$	(286	)	$	(3,532	)

We are not currently a party to any material legal proceedings and have not recorded any accruals for loss contingencies. NuStar Energy is a party to claims and legal proceedings arising in the ordinary course of its business, which it believes are not material to its financial position or results of operations. The amount that will ultimately be paid may differ from NuStar Energy’s recorded accruals, and the timing of such payments is uncertain. NuStar Energy evaluates each contingent loss at least quarterly, and more frequently as each matter progresses over time, and does not believe that the resolution of any particular claim or proceeding, or all matters in the aggregate, would have a material adverse effect on its results of operations, financial position or liquidity.

~~Cash~~10. ~~flows~~MEMBERS’ ~~related to interest and income tax were as follows:~~EQUITY

	Nine Months Ended September 30,
	2017		2016
	(Thousands of Dollars)
Cash paid for interest	$	990	$	655
Cash refunded for income tax	$	—	$	(900	)

7. CREDIT FACILITY

Our revolving credit facility dated June 28, 2013 currently has a borrowing capacity of up to $60.0 million, of which up to $10.0 million may be available for letters of credit. We amended this facility on June 27, 2017 to, among other things, extend its maturity to June 27, 2018 and increase its borrowing capacity from $50.0 million to $60.0 million. Our obligations under our revolving credit facility are guaranteed by Riverwalk Holdings, LLC (Riverwalk), our wholly owned subsidiary. Riverwalk has pledged a total of 2,926,833 NuStar Energy common units that it owns to secure its guarantee. Borrowings under our revolving credit facility are used to fund capital contributions to NuStar Energy, to maintain our 2% general partner interest when NuStar Energy issues additional common units and to meet other liquidity and capital resource requirements.

As of September 30, 2017, we had outstanding borrowings of $42.5 million and availability of $17.5 million for borrowings under our revolving credit facility. Interest on our revolving credit facility is based upon, at our option, either an alternative base rate or a LIBOR-based rate. The weighted-average interest rates related to borrowings under our revolving credit facility as of September 30, 2017 and December 31, 2016, were 3.3% and 2.8%, respectively.

Our revolving credit facility requires that NuStar Energy comply with the financial covenant in NuStar Logistics’ credit agreement, which requires NuStar Energy’s consolidated debt coverage ratio (as defined in NuStar Logistics’ credit agreement) not exceed 5.50-to-1.00 as of September 30, 2017. We are also required to receive cash distributions each fiscal quarter of at least $19.0 million in respect of our ownership interests in NuStar Energy. Our management believes that we are in compliance with the covenants in the revolving credit facility as of September 30, 2017.

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

8. COMMITMENTS AND CONTINGENCIES

We are not currently a party to any material legal proceedings and have not recorded any accruals for loss contingencies. NuStar Energy is a party to claims and legal proceedings arising in the ordinary course of its business, which it believes are not material to its financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on NuStar Energy’s results of operations and ability to pay distributions, which would impact our results of operations and ability to pay distributions.

9. MEMBERS’ EQUITY

The following table presents changes to our members’ equity (in thousands of dollars):

Balance as of January 1, 2017	$	243,788
Balance as of January 1, 2018	$	240,536
Net income	7911,~~333~~939
Distributions to unitholders	(7023,~~225~~423		)
Share of NuStar Energy’s other comprehensive income	32,~~234~~667
Unit-based compensation	~~460~~160
Balance as of September 30, 2017	$	256,590
Other	(1,001		)
Balance as of March 31, 2018	$	230,878

Cash Distributions

On April 26, 2018, we announced a quarterly distribution of $0.33 per unit, which we expect to fund with the quarterly cash distributions we receive from NuStar Energy, as well as with borrowings under our revolving credit facility. We reduced our quarterly distribution to our unitholders from $0.545 per unit to $0.33 per unit as a result of the reduction in distributions we will receive from NuStar Energy and to reflect the amount a unitholder of ours would expect to receive had the the Merger discussed in Note 2 been completed.

The following table summarizes our cash distributions applicable to the period in which the distributions were earned:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2017		2016		2017		2016
	2018		2017
	(Thousands of Dollars, Except Per Unit Data)
Cash distributions per unit	$	0.~~545~~330	$	0.545	$	~~1.635~~	$	~~1.635~~
Total cash distributions	$	2314,~~409~~162	$	23,~~398~~409	$	~~70,226~~	$	~~70,193~~

The following table summarizes information related to our quarterly cash distributions:

Quarter Ended	Cash Distributions Per Unit		Total Cash Distributions		Record Date	Payment Date
			(Thousands of Dollars)
September 30, 2017 (a)	$	0.545	$	23,409	November 9, 2017	November 16, 2017
March 31, 2018	$	0.330	$	14,162	May 8, 2018	May 16, 2018
June 30, 2017	$	0.545	$	23,408	August 7, 2017	August 15, 2017
December 31, 2017	$	0.545	$	23,423	February 8, 2018	February 15, 2018
March 31, 2017	$	0.545	$	23,409	May 8, 2017	May 16, 2017
December 31, 2016	$	0.545	$	23,408	February 8, 2017	February 15, 2017

~~(a)~~ ~~The distribution was announced on October 18, 2017.~~11

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

~~This~~In this Form 10-Q, ~~contains~~we make certain ~~estimates,~~forward-looking ~~predictions~~statements, ~~projections,~~including ~~assumptions~~statements ~~and~~regarding ~~other~~our ~~forward-looking~~plans, ~~statements~~strategies, ~~that~~objectives, ~~involve~~expectations, ~~various~~estimates, ~~risks~~predictions, projections, assumptions, intentions and ~~uncertainties~~resources. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. These forward-looking statements can generally be identified by the words “anticipates,” “believes,” “expects,” “plans,” “intends,” “estimates,” “forecasts,” “budgets,” “projects,” “will,” “could,” “should,” “may” and similar expressions. These statements reflect our current views with regard to future events and are subject to various risks, uncertainties and assumptions that may cause actual results to differ materially, including the possibility that the proposed merger described in Note 2 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements,” will not be completed prior to the August 8, 2018 outside termination date, the possibility that we will not obtain the required approvals by our unitholders, the possibility that the anticipated benefits from the proposed merger cannot be fully realized, the possibility that costs or difficulties related to the proposed merger will be greater than expected and other risk factors. Please read our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017, Part I, Item 1A “Risk Factors,” as well as our subsequent ~~current~~filings with the Securities and ~~quarterly~~Exchange ~~reports~~Commission, for a discussion of certain of those risks, uncertainties and assumptions.

If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those described in any forward-looking statement. Other unknown or unpredictable factors could also have material adverse effects on our future results. Readers are cautioned not to place undue reliance on this forward-looking information, which is as of the date of this Form 10-Q. We do not intend to update these statements unless we are required by the securities laws to do so, and we undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

OVERVIEW

NuStar GP Holdings, LLC (NuStar GP Holdings) (NYSE: NSH) is a publicly traded Delaware limited liability company. Unless otherwise indicated, the terms “NuStar GP Holdings,” “NSH,” “we,” “our” and “us” are used in this report to refer to NuStar GP Holdings, LLC, to one or more of our consolidated subsidiaries or to all of them taken as a whole. ~~Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented in seven sections:~~

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented in seven sections:


•	Overview


•	Results of Operations


•	Trends and Outlook


•	Liquidity and Capital Resources


•	Related Party Transactions


•	Critical Accounting Policies


•	New Accounting Pronouncements

Our only cash generating assets are our ownership interests in NuStar Energy L.P. (NuStar Energy or NS), a publicly traded Delaware limited partnership (NYSE: NS). As of ~~September~~March 3031, ~~2017~~2018, we have an approximate 13% ownership in NuStar Energy, consisting of the following:


•	the general partner interest;


•	10,214,626 common units of NuStar Energy.

We account for our investment in NuStar Energy using the equity method. Therefore, our financial results reflect a portion of NuStar Energy’s net income based on our ownership interest in NuStar Energy. We have no separate operating activities apart from those conducted by NuStar Energy and therefore generate no revenues from operations. Unless otherwise indicated, the term “NuStar Energy” is used in this report to refer to NuStar Energy L.P., to one or more of its consolidated subsidiaries or to all of them taken as a whole.

~~NuStar~~ Energy is engaged in the transportation of petroleum products and anhydrous ammonia, the terminalling, storage and marketing of petroleum products. NuStar Energy has pipelines in the United States, as well as terminal and storage facilities in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, and the United Kingdom.12

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NuStar Energy is engaged in the transportation of petroleum products and anhydrous ammonia, and the terminalling, storage and marketing of petroleum products. NuStar Energy has pipelines in the United States, as well as terminal and storage facilities in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, and the United Kingdom.

NuStar Energy’s partnership agreement requires that it distribute all available cash to its common limited partners and general partner each quarter. Available cash is generally defined as cash receipts less cash disbursements (including distributions to holders of NuStar Energy’s preferred units) and cash reserves established by NuStar Energy’s board of directors, in its sole discretion. Similarly, we are required by our limited liability company agreement to distribute all of our available cash at the end of each quarter, generally defined in our limited liability company agreement as cash on hand at the end of the quarter, less reserves established by our board of directors.

Recent Developments

~~Navigator~~Merger ~~Acquisition and Financing Transactions~~Agreement. On ~~May~~February 47, ~~2017~~2018, NuStar ~~Energy~~GP ~~completed~~Holdings, ~~the~~NuStar ~~acquisition~~Energy, ofRiverwalk ~~Navigator~~Logistics, ~~Energy~~L.P., ~~Services~~NuStar GP, LLC, ~~for~~Marshall ~~approximately~~Merger ~~$1.5~~Sub ~~billion~~LLC, ~~(the~~a ~~Navigator~~wholly ~~Acquisition).~~owned Insubsidiary ~~order~~of toNuStar ~~fund~~Energy ~~the~~(Merger ~~purchase price~~Sub), ~~NuStar~~and ~~Energy~~Riverwalk ~~issued 14~~Holdings,~~375,000~~ ~~common~~LLC ~~units~~entered ~~for~~into ~~net~~an ~~proceeds~~Agreement ofand ~~$657.5~~Plan ~~million,~~of ~~NuStar~~Merger ~~Logistics,~~(the ~~L.P.~~Merger ~~issued~~Agreement) ~~$550.0~~pursuant ~~million~~to ofwhich ~~5.625%~~Merger ~~senior~~Sub ~~notes~~will ~~for~~merge ~~net~~with ~~proceeds~~and ofinto ~~$543.3~~NuStar ~~million~~GP ~~and~~Holdings with NuStar ~~Energy~~GP ~~issued~~Holdings ~~15,400,000~~being ofthe ~~its~~surviving ~~7.625%~~entity ~~Series~~(the BMerger), ~~Fixed-to-Floating~~such ~~Rate~~that ~~Cumulative~~NuStar ~~Redeemable~~Energy ~~Perpetual~~will ~~Preferred~~be ~~Units~~our ~~for~~sole ~~net~~member ~~proceeds~~following ofthe ~~$371~~Merger.8 ~~million.~~Pursuant Into ~~conjunction~~the ~~with~~Merger Agreement and at the ~~Navigator~~effective ~~Acquisition~~time of the Merger, NuStar Energy’s partnership agreement ~~was~~will be amended and restated to, among other things, ~~provide~~(i) cancel IDRs, (ii) convert the 2% general partner interest in NuStar Energy into a ~~waiver~~non-economic ofmanagement ~~certain~~interest ~~quarterly~~and ~~distributions~~(iii) ~~with~~provide ~~respect~~the toholders ~~our~~of ~~incentive~~NuStar ~~distribution~~Energy’s common units with voting rights. Inin ~~April~~the ~~2017,~~election weof ~~borrowed~~the ~~approximately~~members ~~$14.0~~of ~~million~~the ~~under~~board ~~our~~of ~~revolving~~directors ~~credit~~of ~~facility~~NuStar toGP, ~~fund~~LLC aat ~~contribution~~an toannual ~~NuStar~~meeting, ~~Energy~~beginning in ~~order~~2019. toThe ~~maintain~~Merger ~~our~~is 2%subject ~~general~~to ~~partner~~the ~~interest~~satisfaction inor ~~connection~~waiver ~~with~~of ~~NuStar~~certain ~~Energy’s~~conditions, ~~issuance~~including approval of ~~common~~the ~~units~~Merger Agreement by our unitholders. Please refer to Note 2 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for afurther discussion of ~~these~~the ~~transactions~~Merger.

Navigator Acquisition. On May 4, 2017, NuStar Energy completed the acquisition of Navigator Energy Services, LLC for approximately $1.5 billion (the Navigator Acquisition). In conjunction with the Navigator Acquisition, NuStar Energy’s partnership agreement was amended and restated to, among other things, provide a waiver of certain quarterly distributions with respect to our IDRs. Please refer to Note 3 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a discussion of these transactions.

RESULTS OF OPERATIONS

As discussed above, we account for our investment in NuStar Energy using the equity method. As a result, our equity in earnings of NuStar Energy, our only source of income, directly fluctuates with the amount of NuStar Energy’s distributions and results of operations. NuStar Energy’s distributions to its common limited partners determine the amount of our incentive distribution earnings, while NuStar Energy’s results of operations determine the amounts of earnings attributable to our general partner and common limited partner interests.

~~Three~~ ~~Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016~~ 13

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Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017

Financial Highlights

(Unaudited, Thousands of Dollars, Except Per Unit Data)

	Three Months Ended September 30,
	Three Months Ended March 31,
	2017			2016			Change
	2018			2017			Change
Equity in earnings of NuStar Energy	$	1213,~~177~~315		$	1618,~~130~~112		$	(34,~~953~~797	)
General and administrative expenses	(~~902~~888		)	(~~704~~828		)	(~~198~~60		)
Other income, net	—			2,142			(2,142		)
Interest expense, net	(486		)	(292		)	(194		)
Interest expense, net	(448		)	(276		)	(172		)
Income before income tax benefit	11,941			16,992			(5,051		)
Income before income tax benefit	10,827			17,292			(6,465		)
Income tax expense	(2		)	—			(2		)
Income tax benefit	203			28			175
Net income	$	11,939		$	16,992		$	(5,053	)
Net income	$	11,030		$	17,320		$	(6,290	)
Net income per unit	$	0.28		$	0.39		$	(0.11	)
Net income per unit	$	0.26		$	0.40		$	(0.14	)

The following table summarizes NuStar Energy’s statement of comprehensive income data:



	Three Months Ended March 31,
	2018		2017		Change
Revenues	$	475,881	$	487,430	$	(11,549	)
Costs associated with service revenues	178,781		155,697		23,084
Cost of product sales	176,728		207,806		(31,078		)
Segment operating income	120,372		123,927		(3,555		)
General and administrative expenses	19,774		24,595		(4,821		)
Other depreciation and amortization expense	2,118		2,193		(75		)
Operating income	$	98,480	$	97,139	$	1,341

Net income	$	126,133	$	57,940	$	68,193

Net income per unit applicable to common limited partners	$	1.15	$	0.49	$	0.66

Cash distributions per unit applicable to common limited partners	$	0.600	$	1.095	$	(0.495	)

NuStar Energy’s net income increased $68.2 million for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, primarily due to a $78.8 million gain resulting from insurance proceeds received by NuStar Energy for hurricane damages incurred at its St. Eustatius terminal, which was partially offset by higher interest expense.

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The following table summarizes NuStar Energy’s statement of comprehensive income data:

	Three Months Ended September 30,
	2017		2016		Change
	(Unaudited, Thousands of Dollars, Except Per Unit Data)
Revenues	$	440,566	$	441,418	$	(852	)
Cost of product sales	138,078		155,129		(17,051		)
Operating expenses	116,590		117,432		(842		)
Depreciation and amortization expense	66,989		51,853		15,136
Segment operating income	118,909		117,004		1,905
General and administrative expenses	25,003		26,957		(1,954		)
Other depreciation and amortization expense	2,189		2,093		96
Operating income	$	91,717	$	87,954	$	3,763
Net income	$	38,592	$	51,141	$	(12,549	)
Net income per unit applicable to common limited partners	$	0.15	$	0.49	$	(0.34	)
Cash distributions per unit applicable to common limited partners	$	1.095	$	1.095	$	—

NuStar Energy’s net income decreased $12.5 million for the three months ended September 30, 2017, compared to the three months ended September 30, 2016, primarily due to increased interest expense and other expense, net, which were partially offset by a slight increase from segment operating income.

Equity in Earnings of NuStar Energy

The following table summarizes our equity in earnings of NuStar Energy:

	Three Months Ended September 30,
	Three Months Ended March 31,
	2017			2016			Change
	2018			2017			Change
	(Thousands of Dollars)
NuStar GP Holdings’ Equity in Earnings of NuStar Energy:
General partner interest	$	~~311~~2,203		$	~~805~~804		$	~~(494~~1,399	)
General partner IDRs	~~10,912~~—			1012,~~890~~912			22(12,912		)
General partner’s interest in earnings and incentive distributions of NuStar Energy	112,~~223~~203			1113,~~695~~716			(~~472~~11,513		)
Common limited partner interest in earnings of NuStar Energy	111,~~675~~833			5,~~156~~117			(36,~~481~~716		)
Amortization of step-up in basis related to NuStar Energy’s assets and liabilities	(721		)	(721		)	—
Equity in earnings of NuStar Energy	$	1213,~~177~~315		$	1618,~~130~~112		$	(34,~~953~~797	)

Our equity in earnings in NuStar Energy decreased $4.08 million for the three months ended ~~September~~March 3031, ~~2017~~2018, compared to the three months ended ~~September~~March 3031, ~~2016~~2017, primarily due to a decrease in our equity in earnings related to our ~~general~~IDRs. For ~~and~~the ~~common~~first ~~limited~~quarter ~~partner~~of ~~interests~~2018, ~~which was mostly due to a decrease in~~ NuStar Energy’s ~~net~~announced ~~income.~~a ~~Also,~~cash ~~NuStar~~distribution ~~Energy~~per ~~issued~~unit ~~preferred~~applicable ~~units~~to incommon ~~the~~limited ~~fourth~~partners ~~quarter~~ of ~~2016 and in the second quarter of 2017~~$0.60, ~~and~~which ~~NuStar~~would ~~Energy’s~~not ~~earnings~~entitle ~~are~~us ~~first allocated~~ to ~~its~~receive ~~preferred~~any ~~units~~incentive ~~in an amount equal to its earned~~ distributions. ~~Accordingly~~We, ~~earnings~~as ~~allocated~~NuStar toEnergy’s ~~our~~ general ~~and common limited~~ partner, ~~interests~~are ~~for~~entitled ~~the~~to ~~three~~receive ~~months~~incentive ~~ended~~distributions ~~September 30,~~if ~~2017~~the ~~were~~amount ~~reduced~~NuStar asEnergy adistributes ~~portion~~with ofrespect ~~its~~to ~~earnings~~any ~~were~~quarter ~~allocated~~exceeds to$0.60 ~~the~~per ~~preferred~~common ~~limited partner interest~~unit.

~~Our~~This ~~equity~~decrease inwas ~~earnings~~partially ofoffset ~~NuStar~~by ~~Energy~~an ~~related~~increase toin our ~~IDRs~~equity ~~increased slightly as a result of NuStar Energy’s issuances of common units~~ in ~~the~~earnings ~~fourth~~related ~~quarter of 2016. Our IDRs in NuStar Energy entitle us~~ to anour ~~increasing~~general ~~amount~~and ofcommon ~~NuStar~~limited ~~Energy’s~~partner ~~cash distributions. In connection with the Navigator Acquisition~~interests, ~~NuStar~~which ~~Energy’s partnership agreement~~ was ~~amended~~mostly ~~and~~due ~~restated~~ to ~~waive~~an ~~our~~increase ~~IDRs~~in ~~related to~~ NuStar Energy’s ~~common~~net ~~units issued in April of 2017~~income. ~~Although we received incentive~~

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~~distributions~~TRENDS ~~with~~AND ~~respect~~OUTLOOK to these units for the first quarter of 2017, we will not receive incentive distributions with respect to these units for ten consecutive quarters beginning with the distribution earned for the second quarter of 2017.

~~Other~~NuStar ~~Income~~Energy expects the plan for simplification, ~~Net~~together with the announced reset of its distribution, will benefit them in 2018. Additionally, its near-term incremental revenue from new projects and a recently announced acquisition, along with continued growth from its Permian Crude System, should add to the steady performance of its diverse assets in various regions in 2018.

WeHistorically, ~~recognized~~master ~~other~~limited ~~income~~partnerships of(MLPs), ~~$2.1~~like ~~million~~NuStar ~~for~~Energy, ~~the~~have ~~three~~funded ~~months~~a ~~ended~~large ~~September~~proportion ~~30,~~of ~~2016~~strategic ~~due~~capital toexpenditures aand ~~gain~~acquisitions ~~resulting~~ from ~~NuStar~~external ~~Energy’s~~sources, ~~issuance~~primarily through borrowings under credit facilities and issuances of ~~common~~equity ~~units~~and indebt securities. In the ~~third~~past ~~quarter~~few years, however, the total number of, ~~2016~~and aggregate amount raised by, ~~which~~MLP iscommon ~~recognized~~equity asissuances ifhas wedropped ~~had~~dramatically, ~~sold~~and aMLPs ~~proportionate~~with ~~share~~low ofcoverage ~~our~~and ~~investment~~high inleverage have found it increasingly difficult to issue common equity. In order to best position itself to meet market demands, NuStar Energy has implemented a comprehensive plan to simplify its structure, restore strong coverage, lower its leverage and minimize its need to access the equity capital markets.

~~Nine~~NuStar ~~Months~~Energy ~~Ended~~expects ~~September 30~~that its board of directors’ distribution reset announced in April, ~~2017~~along ~~Compared~~with the simplification, which it hopes to ~~Nine~~close ~~Months~~during ~~Ended~~the ~~September 30~~first half of the year, ~~2016~~will, together, strengthen its balance sheet in 2018 and beyond. NuStar Energy believes that the combination of the Merger, the elimination of the IDRs and the distribution reset will, in the near-term, establish a more efficient, transparent structure and improve both its distribution coverage and its ability to fund its cash requirements. In the longer-term, NuStar Energy expects to be able to fund a larger proportion of its capital projects with the cash generated by its operations, which should, over time, reduce its need to access capital markets to finance future growth opportunities and improve its leverage metrics.

~~Financial~~Overall, ~~Highlights~~NuStar Energy expects higher revenue in its pipeline segment in 2018, compared to 2017, driven by incremental revenue from new contracts, an acquisition, and growth in its Permian Crude System. NuStar Energy recently announced several long-term contracts with minimum volume commitments with strong, creditworthy customers to support a series of healthy-return capital projects to connect to third-party rail facilities in Corpus Christi, expand certain South Texas products pipeline systems and expand its terminal in Nuevo Laredo. NuStar Energy expects to benefit from incremental revenue from these projects, starting as soon as late 2018. In April, NuStar Energy acquired a small pipeline system that connects to its Central East System, which NuStar Energy expects to benefit its pipeline segment starting in second quarter of 2018. NuStar Energy projects that the Permian Crude System will continue to grow, and expects the Permian Crude System’s positive contributions to its pipeline segment’s overall results to grow accordingly. Partially offsetting these positive factors, NuStar Energy expects its South Texas Crude System to generate lower revenue in 2018, as compared to 2017, due to lower rates from the expiration of some current committed shippers’ contracts in the second half of 2018.

~~(Unaudited~~NuStar Energy currently expects storage segment revenue in 2018 to be lower than 2017, ~~Thousands~~due to lower rates at certain facilities with contract renewals occurring over the course of ~~Dollars~~this year. NuStar Energy agrees with the many energy experts who currently predict that backwardation, ~~Except~~which ~~Per~~tends ~~Unit~~to ~~Data~~decrease demand for storage capacity in certain regional markets, will continue through 2018, and its forecast reflects lower revenues for affected facilities with contracts expiring during 2018, as compared to 2017. However, NuStar Energy believes it is insulated to some extent by its long-term contracts at facilities where backwardation is a driving factor, as well as the fact that many of its storage assets are located in markets in which forward pricing has little impact on rates or renewals. NuStar Energy saw an uptick in PDVSA’s activity at its St. Eustatius terminal, which increased the facility’s revenues for the year-to-date above its previous expectations, and its current forecast reflects the improvement NuStar Energy has seen thus far this year. Since PDVSA’s ability to perform in the future remains subject to significant uncertainty and risk, NuStar Energy continues to monitor the situation, work on replacement customer(s) and take other protective measures.

	Nine Months Ended September 30,
	2017			2016			Change
Equity in earnings of NuStar Energy	$	41,252		$	49,425		$	(8,173	)
General and administrative expenses	(2,585		)	(2,377		)	(208		)
Other income, net	41,603			2,755			38,848
Interest expense, net	(1,134		)	(789		)	(345		)
Income before income tax benefit	79,136			49,014			30,122
Income tax benefit	197			55			142
Net income	$	79,333		$	49,069		$	30,264
Net income per unit	$	1.84		$	1.14		$	0.70

NuStar Energy’s outlook for the partnership, both overall and for any of its segments, may change, as NuStar Energy bases its expectations on its continuing evaluation of a number of factors, many of which are outside its control. These factors include, but are not limited to, the state of the economy and the capital markets, changes to NuStar Energy’s customers’ refinery maintenance schedules and unplanned refinery downtime, crude oil prices, the supply of and demand for crude oil, refined products and anhydrous ammonia, demand for its transportation and storage services and changes in laws or regulations affecting its assets.

The following table summarizes NuStar Energy’s statement of comprehensive income data:

	Nine Months Ended September 30,
	2017		2016		Change
	(Unaudited, Thousands of Dollars, Except Per Unit Data)
Revenues	$	1,363,484	$	1,284,925	$	78,559
Cost of product sales	490,363		441,736		48,627
Operating expenses	334,016		335,315		(1,299		)
Depreciation and amortization expense	187,062		154,357		32,705
Segment operating income	352,043		353,517		(1,474		)
General and administrative expenses	83,202		73,399		9,803
Other depreciation and amortization expense	6,581		6,382		199
Operating income	$	262,260	$	273,736	$	(11,476	)
Net income	$	122,782	$	161,059	$	(38,277	)
Net income per unit applicable to common limited partners	$	0.65	$	1.58	$	(0.93	)
Cash distributions per unit applicable to common limited partners	$	3.285	$	3.285	$	—

NuStar Energy’s net income decreased $38.3 million for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, primarily due to increases in interest expense, general and administrative expenses and other expense, net.

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Equity in Earnings of NuStar Energy

The following table summarizes our equity in earnings of NuStar Energy:

	Nine Months Ended September 30,
	2017			2016			Change
	(Thousands of Dollars)
NuStar GP Holdings’ Equity in Earnings of NuStar Energy:
General partner interest	$	1,223		$	2,571		$	(1,348	)
General partner IDRs	34,736			32,500			2,236
General partner’s interest in earnings and incentive distributions of NuStar Energy	35,959			35,071			888
Common limited partner interest in earnings of NuStar Energy	7,456			16,517			(9,061		)
Amortization of step-up in basis related to NuStar Energy’s assets and liabilities	(2,163		)	(2,163		)	—
Equity in earnings of NuStar Energy	$	41,252		$	49,425		$	(8,173	)

Our equity in earnings in NuStar Energy decreased $8.2 million for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, primarily due to a decrease in our equity in earnings related to our general and common limited partner interests, which was mostly due to a decrease in NuStar Energy’s net income. Also, NuStar Energy issued preferred units in the fourth quarter of 2016 and in the second quarter of 2017, and NuStar Energy’s earnings are first allocated to its preferred units in an amount equal to its earned distributions. Accordingly, earnings allocated to our general and common limited partner interests for the nine months ended September 30, 2017 were reduced as a portion of its earnings were allocated to the preferred limited partner interest, as well as to higher IDRs.

Our equity in earnings of NuStar Energy related to our IDRs increased as a result of NuStar Energy’s issuances of common units in 2016 and April of 2017. Our IDRs in NuStar Energy entitle us to an increasing amount of NuStar Energy’s cash distributions. In connection with the Navigator Acquisition, we amended NuStar Energy’s partnership agreement to waive our IDRs related to NuStar Energy’s common units issued in April of 2017. Although we received incentive distributions with respect to these units for the first quarter of 2017, we will not receive incentive distributions with respect to these units for ten consecutive quarters beginning with the distribution earned for the second quarter of 2017.

Other Income, Net

For the nine months ended September 30, 2017 and 2016, we recognized other income of $41.6 million and $2.1 million, respectively, due to the gains resulting from NuStar Energy’s issuances of common units, which are recognized as if we had sold a proportionate share of our investment in NuStar Energy.

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TRENDS AND OUTLOOK

As a master limited partnership, NuStar Energy’s core business strategy is to build long-term unitholder value through stable, consistent growth: to that end, it provides a broad array of logistical solution services to a diverse customer base in sectors across the energy industry with its portfolio of assets positioned in geographic markets around the globe, under primarily fee-based, long-term contractual arrangements. This strategy is intended to mitigate the impact of negative market conditions on NuStar Energy’s results and positions itself for the financial health necessary to grow as market conditions improve.

NuStar Energy believes that the fact that it provides both storage and pipeline services, for crude and refined products, to customers across the country and around the world, offers some insulation from the impact of commodity market price fluctuations on its results of operations. Since higher crude oil prices have tended to benefit NuStar Energy’s producer customers, high prices have also correlated with increased demand for its crude oil pipeline services. On the other hand, lower crude oil prices, when coupled with an industry expectation of higher prices in the future, or a contango market, has historically correlated with increased demand from trading companies for its storage services. In the locations at which NuStar Energy’s assets are integrated physically with the refineries the assets serve, NuStar Energy believes the results generated by those assets depend to a greater degree on each refinery’s continuing need to receive, store and transport the crude and refined products than on crude or refined product prices.

The Navigator Acquisition broadened NuStar Energy’s geographic footprint and marked its entry into the Permian Basin, one of the fastest-growing basins in the United States. The Permian Basin currently represents approximately forty percent of all onshore rig activity in the United States, and rig count growth in the Permian continues to outpace all other domestic shale plays. In addition, NuStar Energy’s Permian Crude System is located in the most economic and highest growth counties in the basin, with some of the lowest break-even values in the United States, and offers its customers access to multiple downstream end-markets. NuStar Energy believes this system provides a strong growth platform in the most prolific basin in the United States. While the addition of the Permian Crude System to NuStar Energy’s asset portfolio could increase the impact of crude oil prices on its results of operations, NuStar Energy believes that its contracts, many of which are long-term, take-or-pay arrangements for committed storage or throughput capacity, should continue to help to blunt the impact of volatility of crude oil prices on its results of operations.

At the time of the Navigator Acquisition in May, NuStar Energy anticipated that its issuance of common units, senior notes and preferred units to fund the purchase price would increase its ongoing costs of funding its quarterly distribution, as well as its interest expense, but NuStar Energy made the decision to move forward because it believed, and continues to believe, that the Permian Crude System’s future growth will outweigh those costs in the long run.

The Permian Basin and NuStar Energy’s Permian Crude System have been growing since the acquisition, and NuStar Energy expects that growth to continue, even in a continued low price environment. In contrast, during 2017, NuStar Energy’s pipeline systems and storage assets outside of the Permian Basin (collectively, NuStar Energy’s Base Business) have been faced with several unanticipated challenges, on top of the continuing burden of the third year of sustained low crude prices. In September, hurricanes caused damage in the Gulf and significant destruction in the Caribbean. While NuStar Energy successfully prevented severe damage from Hurricane Harvey’s heavy rainfall to its six affected Gulf Coast facilities, Hurricane Irma passed almost directly over its facility at St. Eustatius, which sustained substantial damage inflicted by the storm’s 146-mph winds and 30-foot seas. The facility, which will be fully operational by mid-December, resumed some operations within weeks of the storm, but the repairs will continue into 2018 and beyond. On top of the unanticipated costs of the hurricane damage, NuStar Energy’s Base Business has also faced significant unanticipated and unplanned turnarounds and downtime at its customers’ refineries in 2017. Further, in the course of NuStar Energy’s ongoing pipeline integrity program, NuStar Energy identified a 50-mile segment of its ammonia pipeline that it must replace over the next five years. Due to the fact that completing the large, unanticipated reliability project in two years will reduce its overall cost, NuStar Energy plans to complete this project by the end of 2018.

Beyond the challenges to NuStar Energy’s Base Business that have arisen in 2017, if this current low crude price cycle continues in 2018, its pipeline segment could suffer from decreased throughput in NuStar Energy’s Base Business pipeline systems. For example, NuStar Energy’s current committed customers on its South Texas Crude System may decline to renew their commitments as those expire over the next few years and may ship only at lower rates. If backwardation continues into next year, NuStar Energy’s storage segment results could also decline, due to downward pressure on rates and contract renewals driven by lower demand for capacity, at NuStar Energy’s St. James terminal and at other locations.

NuStar Energy’s outlook for the partnership, both overall and for any of its segments, may change, as it bases its expectations on its continuing evaluation of a number of factors, many of which are outside its control. These factors include, but are not limited to, the state of the economy and the capital markets, changes to its customers’ refinery maintenance schedules and

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unplanned refinery downtime, crude oil prices, the supply of and demand for crude oil, refined products and anhydrous ammonia, demand for its transportation and storage services and changes in laws or regulations affecting its assets.

LIQUIDITY AND CAPITAL RESOURCES

General

Our cash flows consist of distributions from NuStar Energy on our partnership interests, including the IDRs that we own. Due to our ownership of ~~NuStar~~the ~~Energy’s~~ IDRs, our portion of NuStar Energy’s total distributions may exceed our ownership interest in NuStar Energy. Our primary cash requirements are for distributions to members, capital contributions to maintain our 2% general partner interest in NuStar Energy (as defined in NuStar Energy’s partnership agreement) in the event that NuStar Energy issues additional common units, debt service requirements, if any, and general and administrative expenses. In addition, because NuStar GP, LLC, a wholly owned subsidiary of NuStar GP Holdings, elected to be treated as a taxable entity in August 2006, we may be required to pay income taxes, which may exceed the amount of tax expense recorded in the consolidated financial statements. We expect to fund our cash requirements primarily with the quarterly cash distributions we receive from NuStar Energy and, if necessary, borrowings under our revolving credit facility.

Pursuant to the Merger Agreement and at the effective time of the Merger, NuStar Energy’s partnership agreement will be amended and restated to, among other things, cancel the incentive distribution rights and convert the 2% general partner interest in NuStar Energy into a non-economic management interest. Furthermore, the 10,214,626 NuStar Energy common units currently owned by us will be cancelled and will cease to exist. As a result, after the Merger, we will no longer receive incentive distributions or quarterly cash distributions related to our ownership interest, from NuStar Energy. At the effective time of the Merger, each of our outstanding common units will be converted into the right to receive 0.55 of a NuStar Energy common unit. All of our common units, when converted, will cease to be outstanding and will automatically be cancelled and no longer exist. NuStar Energy will pay off and cancel our obligations under our revolving credit agreement. Please refer to Note 2 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for further discussion of the Merger.

On April 26, 2018, NuStar Energy announced that the board of directors of NuStar GP, LLC reset its quarterly distribution per common unit to $0.60 ($2.40 on an annualized basis), starting with the first quarter distribution payable on May 14, 2018. As a result of the reduction in NuStar Energy’s quarterly distribution to its common limited partners to $0.60, we are not entitled to receive incentive distributions from NuStar Energy pursuant to its Partnership Agreement. On April 26, 2018, we announced a quarterly distribution of $0.33 per unit, which we expect to fund with the quarterly cash distributions we receive from NuStar Energy, as well as with borrowings under our revolving credit facility. We reduced our quarterly distribution to our unitholders from $0.545 per unit to $0.33 per unit as a result of the reduction in distributions we will receive from NuStar Energy and to reflect the amount a unitholder of ours would expect to receive had the Merger discussed in Note 2 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” been completed. If the Merger is not completed, we do not expect to maintain distributions at this level based on the quarterly distributions that we expect to receive from NuStar Energy.

Cash Distributions from NuStar Energy

NuStar Energy distributes all of its available cash to its common limited partners and general partner within 45 days following the end of each quarter based on the partnership interests outstanding as of a record date that is set after the end of each quarter. Available cash is generally defined as cash receipts less cash disbursements (including distributions to holders of NuStar Energy’s preferred units) and cash reserves established by NuStar Energy’s board of directors, in its sole discretion. The following table reflects the cash distributions earned for the periods shown with respect to our ownership interests in NuStar Energy and our IDRs:

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2017			2016			2017			2016
	2018			2017
	(Thousands of Dollars, Except Per Unit and Percentage Data)
Cash distributions per unit applicable to common limited partners	$	10.~~095~~600		$	1.095		$	~~3.285~~		$	~~3.285~~
Total cash distributions by NuStar Energy to its general partner and common limited partners	$	~~115~~57,~~084~~057		$	98117,~~809~~168		$	~~347,335~~		$	~~294,911~~
Cash distributions we received from NuStar Energy:
General partner interest	$	21,~~302~~141		$	12,~~976~~343		$	~~6,947~~		$	~~5,898~~
General partner IDRs	~~10,912~~—			1012,~~890~~912			~~34,736~~			~~32,500~~
Limited partner interest – common units	116,~~185~~129			11,185			~~33,555~~			~~33,514~~
Total cash distributions to us	$	247,~~399~~270		$	2426,~~051~~440		$	~~75,238~~		$	~~71,912~~
Distributions to us as a percentage of total cash distributions to NuStar Energy’s general partnerand common limited partners	21.2		%	24.3		%	21.7		%	24.4		%
Distributions to us as a percentage of total cash distributions to NuStar Energy’s general partner and common limited partners	12.7		%	22.6		%

~~Beginning~~ with the distribution earned for the second quarter of 2017, we will not receive incentive distributions with respect to certain NS common units, including those recently issued by NuStar Energy in connection with the Navigator Acquisition. Please refer to Note 2 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for further discussion.17

Cash Flows for the Nine Months Ended September 30, 2017 and September 30, 2016

Cash distributions received from NuStar Energy were $74.9 million and $71.9 million for the nine months ended September 30, 2017 and 2016, respectively. The cash distributions we received were used principally to fund distributions to our unitholders, totaling $70.2 million for each of the nine months ended September 30, 2017 and 2016.

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Cash Flows for the Three Months Ended March 31, 2018 and March 31, 2017

Cash distributions received from NuStar Energy during each of the three months ended March 31, 2018 and 2017 were $24.4 million and $24.1 million, respectively. The cash distributions we received were used principally to fund our distributions paid during those periods to our unitholders, totaling $23.4 million each of the three months ended March 31, 2018 and 2017.

Credit Facility

WeOur ~~amended our~~ revolving credit facility ondated June 27 28, ~~2017~~2013 currently has a borrowing capacity of up to $60.0 million, ~~among~~of ~~other~~which ~~things~~up to $10.0 million may be available for letters of credit. We amended this facility on April 9, 2018 to extend ~~its~~the maturity date to ~~June 27~~the earlier of August 8, 2018 ~~and~~or ~~increase~~the ~~its~~effective ~~borrowing~~date ~~capacity~~of the Merger discussed in Note 2 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements.” This amendment also decreased the minimum cash distributions we are required to receive from NuStar Energy each fiscal quarter from $5019.0 million to $607.0 million in respect of our ownership interests in NuStar Energy. In connection with the amendment, Riverwalk Holdings, LLC (Riverwalk) increased the number of NuStar Energy common units that Riverwalk has pledged to secure its guarantee to 6,926,833. As of ~~September~~March 3031, ~~2017~~2018, we had outstanding borrowings of $4243.50 million and availability of $17.50 million for borrowings under our revolving credit facility. Interest on our revolving credit facility is based upon, at our option, either an alternative base rate or a LIBOR-based rate. As of ~~September~~March 3031, ~~2017~~2018, the weighted-average interest rate was 3.39%. Our management believes that we are in compliance with the covenants of our revolving credit facility as of ~~September~~March 3031, ~~2017~~2018. Please refer to Note 78 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for aadditional ~~more detailed~~ discussion on our revolving credit facility.

Cash Distributions to Unitholders

Our limited liability company agreement requires that, within 50 days after the end of each quarter, we distribute all of our available cash to the holders of record of our units on the applicable record date. Available cash is defined generally as all cash on hand at the end of any calendar quarter, less the amount of cash reserves necessary or appropriate, as determined in good faith by our board of directors, to service debt we may incur, if any, and to fund general and administrative expenses, future distributions and other miscellaneous cash requirements. The following table reflects our cash distributions applicable to the period in which the distributions were earned:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2017		2016		2017		2016
	2018		2017
	(Thousands of Dollars, Except Per Unit Data)
Cash distributions per unit	$	0.~~545~~330	$	0.545	$	~~1.635~~	$	~~1.635~~
Total cash distributions	$	2314,~~409~~162	$	23,~~398~~409	$	~~70,226~~	$	~~70,193~~

Contingencies

We are not currently a party to any material legal proceedings and have not recorded any accruals for loss contingencies. NuStar Energy is asubject ~~party~~ to ~~claims~~certain ~~and~~loss ~~legal~~contingencies ~~proceedings~~and ~~arising~~believes inthat the ~~ordinary~~resolution ~~course~~ of ~~its~~any ~~business,~~particular ~~which~~claim itor ~~believes~~proceeding, ~~are not material to its financial position~~ or ~~results~~all ofmatters ~~operations.~~in ~~However, due to~~ the ~~inherent uncertainty of litigation~~aggregate, ~~there can be no assurance that the resolution of any particular claim or proceeding~~ would not have a material adverse effect on ~~NuStar~~its ~~Energy’s~~ results of operations, ~~and~~financial ~~ability~~position toor ~~pay~~liquidity. ~~distributions,~~Please ~~which~~refer ~~would~~to ~~impact~~Note ~~our~~9 ~~results~~ of ~~operations~~the ~~and~~Condensed ~~ability~~Notes to ~~pay~~Consolidated ~~distributions~~Financial Statements in Item 1. “Financial Statements” for additional discussion.

RELATED PARTY TRANSACTIONS

Please refer to Note 34 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a discussion of our related party transactions.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Our critical accounting policies are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017.

~~NEW~~ ~~ACCOUNTING PRONOUNCEMENTS~~18

Please refer to Note 1 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a detailed discussion of new accounting pronouncements.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Our only cash generating assets are our ownership interests in NuStar Energy, which we account for using the equity method. We have no material market risk other than those market risks affecting NuStar Energy, which could therefore affect the value of our investment. NuStar Energy is exposed to various market risks, including interest rate risk and commodity price risk. For a description of NuStar Energy’s market risks and how it manages its exposure to those risks, please see Item 3. “Quantitative and Qualitative Disclosures About Market Risk” contained in NuStar Energy’s Form 10-Q for the quarter ended ~~September~~March 3031, ~~2017~~2018.


Item 4.	Controls and Procedures


(a)	Evaluation of disclosure controls and procedures.

Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2017~~2018.


(b)	Changes in internal control over financial reporting.

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 52. Unregistered ~~Other~~Sales ~~Information~~of Equity Securities and Use of Proceeds

OnThe ~~November~~following 3,table ~~2017,~~sets weforth ~~entered~~the ~~into~~purchases ~~Amendment~~of ~~No. 1 to~~ our ~~Second~~common ~~Amended~~units ~~and~~made ~~Restated~~during ~~Limited~~the ~~Liability~~quarter ~~Company~~ended ~~Agreement~~March ~~(Amendment~~31, ~~No.~~2018 ~~1) primarily to reflect certain tax law updates. The description of Amendment No. 1 contained in this Item 5 is qualified in its entirety~~ by ~~reference~~or toon ~~the~~behalf ~~full text~~ of ~~Amendment~~us ~~No.~~or 1,an ~~which~~affiliated ~~is filed as Exhibit 3.01 hereto and is incorporated by reference herein.~~purchaser:



Period	Total Number of Units Purchased⁽¹⁾	Average Price Paid per Unit⁽¹⁾		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
January 1 through January 31	24,000	$	16.00	—	$	—
February 1 through February 28	—	—		—	—
March 1 through March 31	—	—		—	—
Total	24,000	$	16.00	—	$	—

(1) During the quarter ended March 31, 2018, we purchased 24,000 of our common units at market prices.


Item 6.	Exhibits

ExhibitNumber		Description
*3.01		Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of NuStar GP Holdings, LLC, dated effective as of November 3, 2017
2.01		Agreement and Plan of Merger, dated as of February 7, 2018, by and among NuStar Energy L.P., Riverwalk Logistics, L.P., NuStar GP, LLC, Marshall Merger Sub LLC, Riverwalk Holdings, LLC and NuStar GP Holdings, LLC (incorporated by reference to Exhibit 2.1 to NuStar GP Holdings, LLC’s Current Report on Form 8-K filed February 8, 2018 (File No. 001-32940))
10.01		~~Maturity~~First ~~Extension Letter (~~Amendment ~~No. 4)~~ to ~~Letter~~the ofNuStar ~~Credit~~GP ~~Agreement~~Holdings, ~~and~~LLC ~~Subsidiary~~Long-Term ~~Guaranty~~Incentive ~~Agreement~~Plan, dated as of ~~July~~February 137, ~~2017~~2018 ~~among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank and Administrative Agent~~ (incorporated by reference to Exhibit 10.0246 to NuStar ~~Energy~~GP ~~L.P.~~Holdings, LLC’s ~~Quarterly~~Annual Report on Form 10-QK for the ~~quarter~~year ended ~~June~~December 3031, 2017 (File No. 001-~~16417~~32940))
10.02		First Amendment to the NuStar GP, LLC Fifth Amended and Restated ~~Aircraft~~2000 ~~Time~~Long-Term ~~Sharing~~Incentive ~~Agreement~~Plan, dated as of ~~August~~February 187, ~~2017,~~2018 ~~between NuStar Logistics, L.P. and William E. Greehey~~ (incorporated by reference to Exhibit 10.0252 to NuStar ~~Energy~~GP ~~L.P.~~Holdings, LLC’s ~~Quarterly~~Annual Report on Form 10-QK for the ~~quarter~~year ended ~~September~~December 3031, 2017 (File No. 001-~~16417~~32940))
10.03		~~Second~~Form ~~Amendment~~of toExecutive ~~Amended~~Change ~~and~~of ~~Restated~~Control ~~5-Year~~Waiver ~~Revolving Credit~~ Agreement, dated effective as of ~~August~~February 227, ~~2017,~~2018 ~~among NuStar Logistics, L.P., NuStar Energy L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto~~ (incorporated by reference to Exhibit 10.0160 to NuStar ~~Energy~~GP ~~L.P.~~Holdings, LLC’s ~~Current~~Annual Report on Form 810-K ~~filed~~for ~~August~~the 22year ended December 31, 2017 (File No. 001-~~16417~~32940))
10.04		~~Second~~Form ~~Amendment to Purchase and Sale Agreement, dated as~~ of ~~September~~NuStar ~~20,~~GP ~~2017~~Holdings, byLLC ~~and~~Non-employee ~~among~~Director ~~the~~Change ~~Originators~~of ~~listed~~Control ~~therein,~~Waiver ~~NuStar~~Agreement ~~Energy~~dated ~~L.P.,~~effective ~~NuStar~~as ~~Finance~~of ~~LLC,~~February ~~Mizuho Bank~~7, ~~Ltd.~~2018 ~~and PNC Bank, National Association~~ (incorporated by reference to Exhibit 10.0161 to NuStar ~~Energy~~GP ~~L.P.~~Holdings, LLC’s ~~Current~~Annual Report on Form 810-K ~~filed~~for ~~September~~the 20year ended December 31, 2017 (File No. 001-~~16417~~32940))
10.05		~~Second~~Form ~~Amendment to Receivables Financing Agreement, dated as~~ of ~~September 20, 2017, by and among~~ NuStar ~~Finance~~GP, LLC, asNon-employee ~~Borrower,~~Director ~~NuStar~~Change ~~Energy~~of ~~L.P.,~~Control asWaiver ~~initial~~Agreement ~~Servicer,~~dated ~~Mizuho~~effective ~~Bank,~~as ~~Ltd.~~of ~~and~~February ~~PNC Bank~~7, ~~National~~2018 ~~Association~~ (incorporated by reference to Exhibit 10.0262 to NuStar ~~Energy~~GP ~~L.P.~~Holdings, LLC’s ~~Current~~Annual Report on Form 810-K ~~filed~~for ~~September~~the 20year ended December 31, 2017 (File No. 001-~~16417~~32940))
*31.01		Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer
10.06		Support Agreement, dated as of February 7, 2018, by and among NuStar Energy L.P., Riverwalk Logistics, L.P., NuStar GP, LLC, Marshall Merger Sub LLC, Riverwalk Holdings, LLC and NuStar GP Holdings, LLC (incorporated by reference to Exhibit 10.1 to NuStar GP Holdings, LLC’s Current Report on Form 8-K filed February 8, 2018 (File No. 001-32940))
*31.02		Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer
10.07		Third Amendment to Receivables Financing Agreement, dated as of March 28, 2018, by and among NuStar Finance, LLC, as Borrower, NuStar Energy L.P., as initial Servicer, Mizuho Bank, Ltd. and PNC Bank, National Association (incorporated by reference to Exhibit 10.01 to NuStar Energy L.P.’s Current Report on Form 8-K filed March 28, 2018 (File No. 001-16417))
**32.01		Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal executive officer
10.08		Fourth Amendment to Amended and Restated 5-Year Revolving Credit Agreement, dated as of March 28, 2018, among NuStar Logistics, L.P., NuStar Energy L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.02 to NuStar Energy L.P.’s Current Report on Form 8-K filed March 28, 2018 (File No. 001-16417))
**32.02		Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal financial officer
*101.INS		XBRL Instance Document
*101.SCH		XBRL Taxonomy Extension Schema Document
*101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB		XBRL Taxonomy Extension Label Linkbase Document
*101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith.
**	Furnished herewith.

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Exhibit Number		Description

10.09		Fifth Amendment to Revolving Credit Agreement, dated as of April 9, 2018, among NuStar GP Holdings, LLC, Riverwalk Holdings, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.01 to NuStar GP Holdings, LLC’s Current Report on Form 8-K filed April 9, 2018 (File No. 001-32940))

10.10		Tenth Amendment to Letter of Credit Agreement, dated as of April 10, 2018, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Bank, Ltd., as Issuing Bank and Administrative Agent (incorporated by reference to Exhibit 10.07 to NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No. 001-16417))

*31.01		Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer

*31.02		Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer

**32.01		Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal executive officer

**32.02		Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal financial officer

*101.INS		XBRL Instance Document

*101.SCH		XBRL Taxonomy Extension Schema Document

*101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

*101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

*101.LAB		XBRL Taxonomy Extension Label Linkbase Document

*101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	Furnished herewith.

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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, thereunto duly authorized.

NUSTAR GP HOLDINGS, LLC

(Registrant)

By: /s/ Bradley C. Barron Bradley C. Barron President and Chief Executive Officer ~~November~~May 8, ~~2017~~2018 By: /s/ Thomas R. Shoaf Thomas R. Shoaf Executive Vice President and Chief Financial Officer ~~November~~May 8, ~~2017~~2018 By: /s/ Jorge A. del Alamo Jorge A. del Alamo Senior Vice President and Controller ~~November~~May 8, ~~2017~~2018

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Filing Compare · NuStar GP Holdings, LLC