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New words:
adjourned, agricultural, applied, apply, approval, approving, canceled, chief, concentrated, contemplated, decision, delayed, extent, FASB, filed, filing, fire, fractional, fulfillment, guidance, HQ, liability, lieu, LP, maker, measure, meeting, merger, NSprA, NSprB, NSprC, overnight, pending, postponed, previously, profit, prospectively, proxy, reconciliation, registration, regularly, retrospective, Saturn, SEC, select, slight, spring, Standardization, staying, stemming, Sunoco, surviving, tax, timeline, transparency, upcoming, waiver
Removed:
accumulated, affecting, ahead, alternate, annually, annum, armed, asset, backwardated, backwardation, began, Canada, classified, Colorado, contemporaneously, continued, criteria, curb, Denver, deployed, discipline, discount, disposed, Disposition, downgraded, downtime, economy, essential, estimate, EverWind, execute, exit, expiring, Fed, fell, finalized, fund, generated, greater, hand, identical, impairment, implement, inflationary, initiative, internally, junior, labor, leverage, limitation, maximize, met, monetize, Nova, obtain, optimization, orderly, parity, paying, permitting, personnel, planned, Point, prohibited, rating, recent, redeem, reduce, reduced, refinance, renewing, represented, repurchase, repurchased, restated, Scotia, serving, spending, stored, summary, tight, timely, transported, Tupper, unplanned, upgraded, vested, war
Financial report summary
?Risks
- The Merger is subject to a number of conditions to the obligations of both NuStar and Sunoco to complete the Merger, including approval by NuStar’s common unitholders and regulatory clearance, which may impose unacceptable conditions or could delay completion of the Merger or result in termination of the Merger Agreement.
- Failure to complete the Merger could negatively impact the price of our units and have a material adverse effect on our results of operations, cash flows and financial position.
- The announcement and pendency of the Merger may adversely affect our business, financial results and operations.
- Sunoco may fail to realize the anticipated benefits of the Merger and fail to successfully integrate the businesses and operations of the parties in the expected time frame.
- We may be subject to litigation challenging the Merger, and an unfavorable judgment or ruling in any such lawsuits could prevent or delay the consummation of the Merger and/or result in substantial costs.
- Changes in price levels could negatively impact our revenue, our expenses, or both, which could adversely affect our financial position, results of operations and cash flows.
- We may not be able to generate sufficient cash from operations to enable us to pay quarterly distributions to our unitholders.
- Extended periods of reduced demand for or supply of crude oil, refined products, renewable fuels and anhydrous ammonia could have an adverse impact on our results of operations, cash flows and ability to make distributions to our unitholders.
- Failure to retain or replace current customers and renew existing contracts on comparable terms to maintain utilization of our pipeline and storage assets at current or more favorable rates could reduce our revenue and cash flows to levels that could adversely affect our ability to make quarterly distributions to our unitholders.
- Depending on conditions in the credit and capital markets at a given time, we may not be able to obtain funding on acceptable terms or at all, which may hinder or prevent us from meeting our future capital needs, satisfying our debt obligations, or making quarterly distributions to our unitholders.
- Our future financial and operating flexibility may be adversely affected by our significant leverage, any future downgrades of our credit ratings, restrictions in our debt agreements and conditions in the financial markets beyond our control.
- Changes in interest rates could adversely affect our business, access to credit and capital markets, and the trading price of our units.
- Our inability to develop, fund and execute growth projects and acquire new assets could limit our ability to maintain and grow quarterly distributions to our unitholders.
- Failure to complete capital projects as planned may adversely affect our financial condition, results of operations and cash flows.
- We compete with other midstream service providers, including certain major energy and chemical companies, that possess, or have greater financial resources to acquire, assets better suited to meet customer demand, which could undermine our ability to obtain and retain customers or reduce utilization of our assets, which could adversely affect our revenues and cash flows, thereby reducing our ability to make our quarterly distributions to unitholders.
- Our operations are subject to operational hazards and interruptions, and we cannot insure against or predict all potential losses and liabilities that might result therefrom.
- We are exposed to counterparty credit risk. Nonpayment and nonperformance by our customers, vendors or other counterparties reduces our revenues and increases our expenses, and any significant level of nonpayment or nonperformance could have a negative impact on our ability to conduct our business, operating results, cash flows and our ability to service our debt obligations and make distributions to our unitholders.
- We rely on our information technology and operational technology systems to conduct our business. Any significant cybersecurity breach or other significant disruption to those systems would cause our business, financial results and reputation to suffer, increase our costs and expose us to liability, and could adversely affect our ability to make distributions to our unitholders.
- Disputes regarding a failure to maintain product quality specifications or other claims related to the operation of our assets and the services we provide to our customers may result in unforeseen expenses and could result in the loss of customers.
- Climate change, fuels legislation and other regulatory initiatives restricting emissions of “greenhouse gases” may decrease demand for some of the products we store, transport and sell, increase our operating costs or reduce our ability to expand our facilities.
- Public sentiment towards climate change, fossil fuels and sustainability could adversely affect our business, operations and ability to attract capital.
- Our operations are subject to federal, state and local laws and regulations, in the U.S. and in Mexico, relating to environmental, health, safety and security that require us to make substantial expenditures.
- We operate assets outside of the United States, which exposes us to different legal and regulatory requirements and additional risk.
- We may be unable to obtain or renew permits necessary for our current or proposed operations, which could inhibit our ability to conduct or expand our business.
- We could be subject to liabilities from our assets that predate our acquisition of those assets, but that are not covered by indemnification rights we have against the sellers of the assets.
- Certain of our interstate common carrier pipelines are subject to regulation by the FERC and the Surface Transportation Board, which could have an adverse impact on our ability to recover the full cost of operating our pipelines and the revenue we are able to receive from those operations.
- We do not own all of the land on which our pipelines and facilities are located, and we are therefore subject to the possibility of increased costs or the inability to retain necessary land use.
- We may be adversely affected by changes in the method of determining the London Interbank Offering Rate (LIBOR) or the replacement of LIBOR with an alternative reference rate, such as the Secured Overnight Financing Rate (SOFR).
- An impairment of goodwill or long-lived assets could reduce our earnings.
- As a master limited partnership, we do not have the same flexibility that corporations and other business organizations may have to accumulate cash and prevent illiquidity in the future, which may limit our growth.
- Unitholders have limited voting rights, and our partnership agreement restricts the voting rights of certain unitholders owning 20% or more of any class of our units.
- We may issue additional equity securities, including equity securities that are senior to our common units, which would dilute our unitholders’ existing ownership interests.
- If we do not pay distributions on our preferred units in any distribution period, we would be unable to declare or pay distributions on our common units until all unpaid preferred unit distribution obligations have been paid, and our common unitholders are not entitled to receive distributions for such prior period.
- If a court were to determine that a unitholder action constituted control of our business, the unitholders may lose their legal protection from liability and be required to repay distributions wrongfully distributed to them.
- The NYSE does not require a publicly traded limited partnership like us to comply with certain of its corporate governance requirements.
- The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations, and possibly applied on a retroactive basis.
- Unitholders will be required to pay taxes on their share of our taxable income even if they do not receive cash distributions from us.
- Tax gain or loss on the disposition of our common units could be different than expected.
- Unitholders may be subject to limitations on their ability to deduct interest expense incurred by us.
- Tax-exempt entities face unique tax issues from owning our units that may result in adverse tax consequences to them.
- Non-U.S. unitholders will be subject to U.S. taxes and withholding on their income and gain from owning our units.
- We will treat each purchaser of our common units as having the same tax benefits without regard to the units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units.
- Unitholders will likely be subject to state and local taxes and return filing requirements as a result of investing in our units.
- We prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our common unitholders.
- A unitholder whose units are the subject of a securities loan (e.g., a loan to a “short seller”) may be considered as having disposed of those units. If so, the unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.
- Treatment of distributions on our preferred units as guaranteed payments for the use of capital is uncertain and such distributions are not eligible for the 20% deduction for qualified publicly traded partnership income.