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  • 827df4f4ed36c8d2

    NuStarGPHoldingsLLC 424B4 20060714

    2006:07:12

    Table of ContentsFiled pursuant to Rule 424(b)(4) Reg. No. 333-132917 PROSPECTUS17,250,000 Units Representing Limited Liability Company Interests This is an initial public offering of our units. We indirectly own the 2% general partner interest, 100% of the incentive distribution rights and a 21.4% limited partner interest in Valero L.P., a publicly traded Delaware limited partnership engaged in the crude oil and refined product transportation, terminalling and storage business. Before this offering, there has been no public market for our units. Our units have been approved for listing on the New York Stock Exchange, subject to official notice of issuance, under the symbol VEH. All of the units being sold in this offering are being offered by subsidiaries of Valero Energy Corporation. We will receive none of the proceeds from this offering. Following the offering, subsidiaries of Valero Energy Corporation will own 25,250,000 of our units, or approximately 59% of our outstanding membership interests. Investing in our units involves risks. Please read Risk Factors beginning on page 21. These risks include the following: Our only cash generating assets are our indirect ownership interests in Valero L.P., and our cash flow is therefore completely dependent upon the ability of Valero L.P. to make cash distributions to its partners, including us. Valero L.P.s unitholders, excluding the owner of Valero L.P.s general partner, have the right to remove Valero L.P.s general partner by a simple majority vote, which would cause us to divest our indirect general partner interest and incentive distribution rights in Valero L.P. in exchange for cash or common units of Valero L.P. and cause us to lose our ability to manage Valero L.P. You will experience immediate and substantial dilution of $12.40 per unit. Although we manage Valero L.P. through our indirect ownership of its general partner, Valero L.P.s general partner owes fiduciary duties to Valero L.P. and Valero L.P.sunitholders, which may conflict with our interests. If we or Valero L.P. were treated as a corporation for federal or state income tax purposes, then our cash available for distribution to you would be substantially reduced. Even if you do not receive any cash distributions from us, you will be required to pay taxes on your share of our taxable income. Per Unit Total Initial public offering price $ 22.000 $ 379,500,000 Underwriting discount $ 1.265 $ 21,821,250 Proceeds to selling unitholders (before expenses) $ 20.735 $ 357,678,750 Sigmor Corporation, a wholly owned subsidiary of Valero Energy Corporation, has granted the underwriters a 30-day option to purchase up to an additional 2,587,500 units on the same terms and conditions as set forth in this prospectus if the underwriters sell more than 17,250,000 units in this offering. We will not receive any proceeds from any units to be sold by such selling unitholder upon any exercise of the underwriters option to purchase additional units. Neither the Securities and Exchange Commission nor