UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~April 89, 2018

NuStar GP Holdings, LLC

(Exact name of registrant as specified in its charter)



Delaware	001-32940	85-0470977
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

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

	Not applicable
	(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~February~~April 89, 2018, NuStar GP Holdings, LLC (“Holdings”) entered into that certain Fifth Amendment to Revolving Credit Agreement dated as of April 9, a2018 ~~Delaware~~among ~~limited~~Holdings, ~~liability~~Riverwalk ~~company~~Holdings, LLC (“~~NSH~~Riverwalk”), ~~issued~~JPMorgan aChase ~~press~~Bank, ~~release announcing~~N.A., inas ~~part~~Administrative Agent, and the ~~financial~~lenders ~~results~~party ~~for~~thereto (the ~~quarter~~“Fifth ~~and~~Amendment”). The ~~year~~Fifth ~~ended~~Amendment ~~December~~amends ~~31,~~that ~~2017.~~certain ARevolving ~~copy~~Credit Agreement dated as of ~~the~~June ~~press~~28, ~~release~~2013 ~~announcing~~among ~~the~~Holdings, ~~financial~~as ~~results~~Borrower, isJPMorgan ~~furnished~~Chase ~~with~~Bank, ~~this~~N.A., ~~report~~as Administrative Agent, SunTrust Bank, as ~~Exhibit~~Syndication ~~99.01~~Agent, and isthe ~~incorporated~~lenders ~~herein~~party bythereto, ~~reference~~as amended (the “Credit Agreement”).

~~Item~~The Fifth Amendment (1) extends the maturity date of the Credit Agreement to the earlier to occur of (a) August 8, 2018 and (b) the effective time of the proposed merger of a subsidiary of NuStar Energy L.P. (“NS”) with and into Holdings, pursuant to the Agreement and Plan of Merger dated as of February 7, 2018 and announced by NS and Holdings on February 8, 2018 and (2) reduces the minimum aggregate cash distributions Holdings and its subsidiaries are required to receive from NS each quarter in respect of Holdings’ indirectly owned equity interests in NS from $19.~~01 Regulation~~0 FDmillion ~~Disclosure~~to $7.0 million. In connection with the Fifth Amendment, Riverwalk pledged an additional 4,000,000 common units of NS held by Riverwalk (for a total of 6,926,833 common units) as collateral to secure the obligations under the Credit Agreement.

The ~~description~~above ~~set~~discussion ~~forth~~is ~~above~~qualified ~~under~~in ~~Item~~its ~~2.02~~entirety by the text of the Fifth Amendment, a copy of which is ~~incorporated~~filed byas ~~reference~~Exhibit ~~into~~10.01 to this ~~Item~~Current 7Report on Form 8-K and incorporated herein by reference.~~01.~~

~~Important~~Item ~~Information~~2.03 Creation ~~and~~of ~~Where~~a toDirect ~~Find~~Financial ItObligation or an Obligation under an Off-Balance Sheet

~~This~~Arrangement ~~communication does not constitute an offer to sell or the solicitation~~ of ~~an offer to buy any securities or~~ a ~~solicitation of any vote or approval~~Registrant. The proposed merger and related transactions between NuStar Energy L.P. (the “Partnership”) and NSH will be submitted to the unitholders of NSH for their consideration. The Partnership will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement of NSH that also constitutes a prospectus of the Partnership. The Partnership and NSH also plan to file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NSH ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and unitholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Partnership and NSH once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Partnership will be available free of charge on the Partnership’s website at www.nustarenergy.com under the tab “Investors” or by contacting the Partnership’s investor relations department at (210) 918-3507. Copies of the documents filed with the SEC by NSH will be available free of charge on NSH’s website at www.nustargpholdings.com under the tab “Investors” or by contacting NSH’s investor relations department at (210) 918-3507.

The ~~Partnership,~~description its general partner, the directors and certain of the executive officers of NuStar GP, LLC and NSH and its directors and certain of its executive officers, may be deemed to be participants in the solicitation of proxies from the unitholders of NSH in connection with the proposed merger. Information about the directors and executive officers of NuStar GP, LLC and the directors and executive officers of NSH is set forth inabove ~~the~~under ~~preliminary~~Item proxy statement/prospectus, each entity’s Annual Report on Form 10-K for the year ended December 31, 2016, which were each filed with the SEC on February 23, 2017, and subsequent statements of changes in beneficial ownership on file with the SEC1.01 ~~Information about the directors and executive officers of NSH~~ is ~~set~~incorporated forth in NSH’s Proxy Statement for the 2017 annual meeting of unitholders, which was filed with the SEC on March 9, 2017, and subsequent statements of changes in beneficial ownership on file with the SEC. These documents can be obtained free of charge from the sources listed above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by ~~security~~reference ~~holdings~~into orthis ~~otherwise,~~Item ~~will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available~~2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit
Exhibit 99.01		Press Release dated February 8, 2018.
Exhibit 10.01		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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NuStar GP Holdings, LLC
	NUSTAR GP HOLDINGS, LLC
Date: February 8, 2018		By:	/s/ Amy L. Perry
Date: April 9, 2018	By:	/s/ Amy L. Perry
	Name:	~~Name:~~Amy L. Perry	~~Amy L. Perry~~
	Title:	~~Title:~~Senior Vice President, General Counsel - Corporate & Commercial Law and Corporate Secretary	~~Senior Vice President, General Counsel–Corporate & Commercial Law and Corporate Secretary~~

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