This extraction is sourced from NuStar's 8-K exhibit (Exhibit 99.1) filed with the SEC on January 22, 2024, carrying the joint press release announcing the signed merger agreement. The transaction was unanimously approved by both companies' boards of directors and was pending shareholder and regulatory approval at the time of this filing.
Barclays served as the exclusive financial advisor to NuStar, the target, while Truist Securities served as the exclusive financial advisor to Sunoco, the acquirer. Each bank held a sole, lead advisory mandate on its respective side. Truist and Bank of America separately provided committed financing for the transaction, including a $1.6 billion 364-day bridge term loan to refinance certain of NuStar's preferred units, subordinated notes, revolving credit facility and receivables financing agreement.
On the legal side, Wachtell, Lipton, Rosen & Katz and Sidley Austin LLP acted as NuStar's legal advisors, while Weil, Gotshal & Manges LLP and Vinson & Elkins LLP acted as Sunoco's legal advisors.
Under the terms of the agreement, NuStar common unitholders were to receive 0.400 Sunoco common units for each NuStar common unit held, an all-equity exchange implying a 24% premium based on the 30-day volume-weighted average prices of both companies as of January 19, 2024. The companies expected the deal to be immediately accretive, generate at least $150 million of run-rate synergies by the third year after closing, and achieve a leverage target of 4.0x within 12 to 18 months post-close. The transaction was expected to close in the second quarter of 2024.
The press release does not disclose the specific advisory fees paid to Barclays or Truist Securities, nor does it break out NuStar's standalone equity value separate from the combined $7.3 billion enterprise valuation that includes assumed debt.