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NuStar Energy L.P. (NYSE:NS)

Management Conference Call

November 29, 2012 10:00 a.m. ET

Executives

Chris Russell - Vice President, IR

Curt Anastasio - President and Chief Executive Officer

Steve Blank - Chief Financial Officer

Doug Comeau - Chief Operating Officer

Danny Oliver - Senior Vice President, Marketing and Business Development

Analysts

Brian Zarahn - Barclays Capital

Mark Reichman - Simmons & Company

Paul Jacob - Raymond James & Associates

Michael Blum - Wells Fargo Securities

James Jampel - HITE

John Tysseland - Citi

Operator

Good morning. My name is Brandy and I will be your conference operator today. At this time, I would like to welcome everyone to the NuStar Energy L.P. and NuStar GP Holdings Management Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer session. (Operator Instructions)

Thank you. Mr. Russell, you may begin your conference.

Chris Russell

Thank you, Brandy. Good morning everyone and thanks for taking the time to join us on the call today. With me this morning is Curt Anastasio, President and CEO of NuStar Energy L.P. and NuStar GP Holdings LLC; Steve Blank, Executive Vice President, CFO and Treasurer; Doug Comeau, Executive Vice President and Chief Operating Officer, and other members of our management team.

During the call this morning NuStar’s management will be reviewing slides that are available in the investors section of the NuStar Energy and NuStar GP Holdings website. Slide two of the presentation material contains the usual disclaimers regarding any forward statements contained in the presentation.

During the course of this call we will make reference to certain non-GAAP financial measures. Our non-GAAP financial measures should not be considered as alternative to GAAP measures. Reconciliations of these non-GAAP financial measures to U.S. GAAP may be found in the appendix to the presentation material. On slide three of the presentation you will find an agenda for today's call. Curt will begin the call with a brief introduction and overview.

Now, let me turn the call over to Curt.

Curt Anastasio

Good morning. The purpose of this call is to update you on the strategic redirection of NuStar away from asphalt and fuels refining and marketing and towards more fee based pipeline and storage terminal business. We have already taken steps in that direction. As you can see on slide four of presentation, on September 28, we completed the sale of a 50% interest in our asphalt operation to a joint venture with Lindsay Goldberg, a New York private investment firm.

As a result, we substantially delevered the company and deconsolidated asphalt from NuStar’s financial statements. We are in advanced talk with a buyer of our San Antonio refinery. We expect to have an agreement signed before year-end and to close the sales shortly thereafter. In connection with the sale of the refinery, we plan to close out all the refinery hedges so that they will no longer have any impact on NuStar’s EBITDA following the sale. At that point we will have sold all three of our refineries and related assets.

On November 8, we announced our agreement to purchase from TexStar Midstream Services, their crude oil pipeline gathering, storage and natural gas liquid assets in the Eagle Ford Shale, which will integrate with NuStar’s existing pipeline operations in the Eagle Ford and make NuStar one of the largest players there. I expect we will close the purchase of the crude oil assets before year-end and then we will close on the NGL assets during the first quarter.

Recently, we also signed a deal with ConocoPhillips to further expand our capacity in the Eagle Ford. In today's call our new Chief Operating Officer, Doug Comeau, will cover the TexStar deal and other internal growth projects. Doug has more than 30 years of industry experience in operations, engineering, project management and business development. Doug’s appointment is the most visible part of an internal management reorganization at NuStar in which individuals formerly in charge of acquisitions, domestic and international business development and the margin-based businesses are either no longer with the company or have been reassigned in recent month.

Our CFO, Steve Blank, will discuss financing plans for the TexStar acquisition. Steve will also present earnings and capital spending guidance for the balance of this year as well as for 2013 and 2014. Now I will turn it over to Doug Comeau.

Doug Comeau

Thank you, Curt. I would like to go over both internal growth projects in the transportation and storage segment and then give you an update on our recently announced acquisition of some selected crude and NGL handling assets from TexStar. So if you will turn to page six, I want to draw your attention to the fact that NuStar was the first mover of Eagle Ford Shale crude oil by pipeline to Corpus Christi.

Projects completed include three pipeline reversal and connections and the Valero pipeline construction project. With these major pipelines, NuStar will own and operate approximately 25% of the pipeline capacity coming out of Eagle Ford with the distribution being to NuStar’s Corpus Christi dock facilities. Total capital spend to date is around $150 million and expected to generate EBITDA of around $30 million.

Turning to page seven. The map shows the four pipelines and the Oakville terminal, the dock at North Beach, and we have already made the connection to TexStar’s gathering system at Oakville. On page eight, in mid-November NuStar signed an agreement to construct a 100,000 barrel terminal facility, truck offloading facilities, and pipeline connection to NuStar’s existing 12-inch Pettus line. The 12-inch Pettus line will connect NuStar’s Three Rivers to Corpus Christi 16-inch line giving ConocoPhillips the ability to move Eagle Ford Shale production to Corpus Christi. The capacity on the 12-inch pipeline is 100,000 barrels a day.

The agreement with ConocoPhillips will give them the capacity of 30,000 to 60,000 barrels a day of shipping capacity on that line. Projected completion is the fourth quarter of 2013. Also included in the project is a dock expansion at Corpus Christi’s North Beach terminal which will give ConocoPhillips and other customers more options to move Eagle Ford crude to other waterborne markets. That projected completion is the first quarter of 2014. Total spending for the project should be about $100 million to $120 million generating $15 million worth of EBITDA. This is supported by a ten-year take or pay agreement. There is a small benefit in 2013 of less than $10 million but the majority is in 2014 and thereafter.

The map on page nine shows the location of the Pawnee terminal, the connection to our 12-inch to Oakville continuing on the 16-inch line to North Beach. On page ten, a second area of growth opportunity is the Niobrara Falls project. NuStar has been transporting finishing product from the refinery in McKee, Texas to Denver, Colorado. Product transportation has declined to 15,000 barrels a day in this 10-inch line.

We had an initial open season on this line in October 15 which expired on November 15. That season has been extended to December 14. Interest has been good with 24 confidentiality agreements received to date. The majority of the current interest on the line centers around the Permian Basin and Granite Wash crude being transported to Dixon, to our terminal in Dixon. There is a minimal capital of investment associated with reversing the 14-inch line to meet this demand. The interest from the Niobrara shale play could increase as additional production comes on line in future years.

If production volumes in the Niobrara grows and commitment from producers are obtained, NuStar could reverse 10-inch line on a take or pay basis and this will give producers in that area access to Cushing, Oklahoma or Nederland, Texas. Since the open season is still open, the project has not been included in 2013 and in 2014 guidance.

We will talk about the internal growth projects now in the storage segment of our business. Turning to page 12, we will be completing the construction of new distillate tanks at our St. Eustatius terminal, and that’s 1 million barrels of new distillate storage for a large national oil company. It’s projected to cost around $60 million and the EBITDA around $10 million per year. The expected in-service date is first quarter of 2013. We continue to evaluate other major expansion projects at St. Eustatius and that could be 2 million to 4 million barrels of additional expansion. The majority of the spending would occur in to 2014 and 2015. Currently, we are negotiating those contracts -- our take or pay contracts for tank use and dock usage. This is not included in the 2013 and 2014 guidance.

On page 13, the success story continues at the St. James, Louisiana terminal. When we purchased the St. James facility there was approximately 3 million barrels of storage. We currently have 8 million barrels of storage at St. James. There is a project that we are completing that will increase that capacity by 1.4 million barrels and the first part of that project is 700,000 barrels and will be completed by January of 2013. An additional 700,000 barrels will be completed in the first quarter of 2014 with a project cost estimated at $45 million. The EBITDA is projected to be $8 million per year. As always, we are in discussion with major oil companies about additional expansion opportunities as we have additional expansion acreage on hand at St. James.

On page 14, many will remember that NuStar commissioned a 70,000 barrel a day unit train facility in conjunction with EOG in April of this year. Currently, this facility is operating at 80,000 to 90,000 barrels a day. It’s highly probable that commitments from third parties would support the construction of a second unit train unloading facility at St. James that is very similar to our current rail facility. The project would also include a marine vapor destruction unit which would allow for loading crude oil on ships at the terminal. The net estimated project cost is $55 million. It could be in service by the third quarter of 2013. The annual EBITDA is projected to be $15 million to $20 million. This is in the CapEx budget and the forecast and EBITDA for 2013.

Now if you can turn your attention I would like to update you on the recent announcements of assets acquisition from TexStar. On page 16, Texstar asset acquisition allows NuStar to continue to integrate with producers and marketers at the Eagle Ford Shale crude oil. This acquisition allows NuStar access to 140,000 acres of dedicated production acreage. It also gives NuStar access to dedicated Y-Grade production in the Pettus, Texas area. Production will be shipped on a 12-inch line and fractionated by assets purchased from TexStar. Production will also be shipped on NuStar’s Corpus to Houston 12-inch pipeline with destination at Mont Belvieu.

These assets also provides for shale crude oil producers and gas processing plants the ability to move production to Corpus Christi and as stated just earlier, the Mont Belvieu markets. Crude oil producers will have access to NuStar’s Corpus Christi storage and dock space that can be utilized for shipments to other water port markets. NuStar takes no commodity or margin risk as a result of this transaction as the custody is accepted at the origin point and custody is transferred back at the delivery point. NuStar is never taking ownership of the NGL or the crude.

On page 17, this map shows the crude oil pipeline systems spanning from the Gardendale Terminal all the way to our North Beach Terminal via the 16-inch pipeline at Oakville. On page 18, the map shows the NGL asset systems with fractionation equipment in Corpus Christi and pipelines from Pettus to Corpus Christi and to Houston. On page 19, the transaction should close in two separate transactions. The first transaction, closing the crude oil pipeline, gathering and storage assets is expected to occur by the end of this year. The purchase price is $325 million and is backed by a five-year take or pay contract with various producers and marketers supporting around 90% of this throughput.

The second closing for the NGL assets which include a Y-Grade pipeline and two dismantled fractionators with a combined capacity of 57,000 barrels a day, is expected to occur in the first quarter of 2013. The purchase price for these assets is $100 million. We will not close on these assets until we have executed take or pay agreements for the transportation and fractionation services.

On page 20, crude oil assets that we purchase should start generating cash flow immediately as these lines are currently flowing 70,000 barrels a day. Throughput is projected to increase to 100,000 barrels a day by mid-2013. This will require $75 million for the growth capital to be spent over the next three years with $5 million to $10 million being spent in 2012, $55 million to $65 million being spent in 2013, and $5 million to $10 million being spent in 2014. This will give us EBITDA of $10 million to $30 million in 2013, $45 million to $65 million in 2014, and $50 million to $70 million in 2015 and thereafter.

The NGL assets won't start generating cash immediately. They are expected to be generating cash by the end of 2014 and is dependent on the completion of the construction of the fractionators in Corpus Christi. The completion is estimated to be in the fourth quarter of 2013. Y-Grade to these fractionators will be supplied by two third party processing plants, gas processing plants from the Pettus, Texas area. Y-Grade production from these plants will be dedicated to NuStar’s pipelines and fractionators via ten-year take or pay and fractionation agreements. One gas processing plant has already been completed, a second gas processing plant is to be completed mid-2013.

There needs to be $330 million of growth capital projected to complete the Y-Grade pipeline connections and the fractionators construction. The majority of the capital will be spent in 2013. Therefore, there is no EBITDA expected from the NGL assets in 2013 but in 2014 these assets should generate $40 million to $60 million and in 2015 and beyond, $70 million to $90 million.

If I can turn your attention to the very last page, on page 22, the last map shows the entire pipeline and the storage assets for the crude oil and the NGLs in the South Texas Eagle Ford shale play. With these acquisitions of TexStar assets and the new Conoco crude oil pipeline and terminal, we are well set to participate in the largest oil shale play in North America.

With that I would like to turn it over to Steve Blank.

Steve Blank

Thanks, Doug. Doug just outlined our plans to purchase TexStar, I just want to comment briefly on our plans to finance it. We intend to finance the $325 million to $425 million purchase price through a combinations of borrowings under our revolver and through the issuance of a junior subordinated note. Earlier this year, we refinanced our revolved in a range that up to 15% of our total capital can be raised as a junior subordinated note and not count as debt for purposes of calculating our debt to EBITDA ratio. So this is very important.

We also expect to receive some portion of equity treatment from the rating agencies for these junior subordinated notes. The timing of the note issuance will depend of course on the acquisition of the TexStar deal but also on market conditions obviously. Currently we have quite a bit of a availability under our revolver to finance the transaction. We have $1.1 billion available under that $1.5 billion facility. So we could debt finance it and then opportunistically refinance it with the junior subordinated notes in time.

We are also considering issuing a second junior subordinated note in the second half of next year to finance the majority of the CapEx associated with the TexStar acquisition in some of the other capital that we expect to spend and I will talk about that capital in a few slides. Again, we can issue up to 15% of the total capital in this type of security. Currently we have no plans to issue common equity to finance the acquisition.

On page 25, we outline the strategic capital both on a historic basis and for 2012 and 2013. This year our current forecast is that we will spend $415 million of strategic capital and then in 2013 we are currently forecasting $625 million of strategic capital. On page 26, we detail the major capital projects and their CapEx which we expect to impact 2012 through 2014 earnings guidance. At the top part of the page we show the transportation segment capital and we detail spends for 2012 and 2013 and then in the far right, total project spending. Let me point out that in some instances the total project spend does not foot to what we show for 2012 and 2013, if you added those. That’s because some of the projects we already spending money in 2011 and other projects we will be spending some money in 2014.

In the transportation segment portion of the page you can see the three final projects are all Eagle Ford projects with, as Doug talked about, $60 million being spend for the crude assets acquired from TexStar. $330 million for the NGL assets acquired from TexStar, and then finally we show $87 million being spend next year for the ConocoPhillips Eagle Ford project. On the storage segment portion shown at the bottom of the page, most notable are the St. James projects where we will be spending $42 million on the unit train, second train that is. $9 million on associated marine vapor destruction unit and then finally wrapping up the, little bit more than $40 million expenditure to add the two 700,000 barrel tanks at St. James.

Our final segment we talk about on page 27, that’s our asphalt and fuels marketing business. There going forward you will see much less volatility as we have, as Curt outlined in the beginning, effective September 28 when we sold 50% of the business to a private investment firm, Lindsay Goldberg. Those results are now deconsolidated from our business as he also mentioned that transaction provided us with $400 million in cash proceeds that we used to delever, significantly improved the debt to EBITDA ratio which at September 30, 2012 stood at 4.28 times.

That segment is projected to be generating $10 million to $30 million EBITDA loss this year. That excludes the very large asset and goodwill impairment charge that we took in the second quarter when we did the joint venture. After the expected sale of the San Antonio refinery only fuels marketing operating will remain in that segment and we expect that segment should generate $40 million to $60 million of EBITDA next year and in 2014.

Page 28 shows historic and projected storage segment EBITDA. We have given guidance that in 2012 we expect to be up $20 million to $30 million above the $281 million earned in 2011. On our recent earnings call we said that in 2013, we expected that to be flat with 2012’s results. But that presumed perhaps too conservatively that the LLS to WTI spread profit sharing arrangement we have with EOG would not provide us a payment next year as it did this year. Now if you took the forward curve today and took that profit sharing arrangement in to consideration, it would give us another $17 million next year and that’s what shown by that green bar at the top.

The curve doesn’t go out to 2014 so we presume nothing from that profit sharing arrangement in 2014 but we are expecting to have $10 million to $30 million higher in 2014 than whatever is earned in 2012 as a result principally of the St. James storage projects that we have previously talked about. And then most importantly for us as a company is shown on page 29, it’s the very large growth in EBITDA that should come from the significant capital expenditures that we are making in Eagle Ford. We do expect to be up $10 million to $20 million in 2012 over the $197 million that we earned in 2011, but then Eagle Ford starts kicking in we expect $70 million to $90 million higher in 2013 and an additional $100 million to $120 million in 2014 when we start to realize the full benefit of the multiyear capital expenditure program.

And then finally on page 30. We do expect these projections to lead to a one times coverage ratio by the fourth quarter of next year. That is expected to be maintained throughout all of 2014 and that should put us in a position to resume distribution growth during the year. I would just point out a little footnote at the bottom of the page, this assumes no equity issuances in 2013 and 2014. So as Curt said at the outset, we redirected the firm away significantly from the margin based business and are investing a lot of money on storage and the pipeline side.

Chris Russell

Brandy, that’s the end of our presentation so we can now turn over to Q&A.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from the line of Brian Zarahn with Barclays.

Brian Zarahn - Barclays Capital

Appreciate all the color on the acquisition and the year outlook. On the TexStar NGL assets, can you talk a little bit about the conditions on closing? Is there a risk that take or pay contracts won't be signed?

Doug Comeau

We are in very late discussions with third parties on the take or pay agreements and we believe that those will be signed and be ready for closing in the first quarter of 2013. So we do not believe that there is a large chance that those take or pays will not be signed.

Brian Zarahn - Barclays Capital

Yes, Curt.

Curt Anastasio

I was just going to say that I think it’s important to the producers than to TexStar that that happened as well because of the extra [months] the value they are trying to capture from their Eagle Ford production. Danny, you want to comment further on that?

Danny Oliver

Yeah, that’s exactly right Curt. They have invested heavily in the wet gas pipe, 24-inch wet gas pipeline and our stake in TexStar, have already invested in two gas processing plants. So it’s imperative that these barrels found a way to fractionation and beyond.

Brian Zarahn - Barclays Capital

So it’s just a matter of timing, not a matter of, in your opinion, whether or not the contracts will be signed?

Danny Oliver

Yes.

Curt Anastasio

That’s right.

Brian Zarahn - Barclays Capital

Okay. And then on the liquids pipelines that you are acquiring. Do they have any type of PPI adjuster is that just more going to be contracted steady rate?

Doug Comeau

Yeah, they all have [indexation] according to FERC.

Brian Zarahn - Barclays Capital

And then on the storage business, you know you have incrementally EBITDA from Eustatius and St. James projects. But it looks like your base business is sort of flat to maybe declining a bit in ’13 and ’14. Are you expecting some type of some modest decline in rates or can you give any more color as to what you are seeing -- what you are forecasting in your base business in ’13 and ’14.

Danny Oliver

Yeah, well again, as Steve alluded to we had around $17 million of benefit in 2012 from the WTI LOS profit sharing agreement. And that’s not in those 2013 numbers except for that green bar that Steve showed. So I do think we will see some growth in that segment but the base business is pretty solid. We had couple of terminals where we lost some [contrango] traders, the contracts related to [contrango] trading but it’s not significant.

Brian Zarahn - Barclays Capital

And then anything in Europe? Sort of your expectations for your terminals in Europe?

Danny Oliver

We had some weakening in market prices specifically at our Amsterdam terminal. There is quite a few terminals that have some idle capacity but we do expect to keep that terminal full but we will most likely make some concessions on market rates there and that's plugged into our forecast.

Brian Zarahn - Barclays Capital

And last one from me. I mean you are in the process of selling your San Antonio refinery. As you have a higher growth CapEx for -- a lot of it related to the TexStar acquisition, would you consider additional asset sales to be used to finance your growth CapEx?

Curt Anastasio

I mean we don’t have any that we are presenting to you today because Steve’s financing plan really accommodates all the growth that we foresee for the next couple of years. Steve, do you want to comment further?

Steve Blank

No, I would say we have a few underperforming assets but not many. So we know what they are and could consider doing something but have no current plan.

Curt Anastasio

But the motive is looking for ways to improve the performance of those assets than selling them. But they are very very minor portion of our asset portfolio as Steve said.

Operator

Our next question comes from the line of Mark Reichman with Simmons.

Mark Reichman - Simmons & Company

Additional investment on the TexStar assets. The NGL assets is $330 million, it looks like at high end of the crude oil gathering and storage will be about $80 million. I had thought originally you had kind of anticipated additional investment of $400 million to $500 million. Is your expectation now a little lower for the additional investment that's going to be required?

Curt Anastasio

Yes, I think Doug and his team have further evaluated the investment required to capture these earnings and they have come up with more efficiencies to get to the same place. Doug, do you want to comment further?

Doug Comeau

Yeah. I would say that as we have been allowed access to TexStar data and been able to evaluate the engineering projects, we feel comfortable that we will be able to execute those projects at the reduced capital spend and still bring those projects in on schedule. So we have internally and into the guidance have been showing less capital spend for the TexStar growth capital. You are right, I think that we had previously guidance of about $500 million. That’s been reduced by $80 million to $100 million.

Mark Reichman - Simmons & Company

And to the question that was asked earlier. Looking at the two parts of the transaction, it seems like there is a lot more execution risk associated with the NGL assets because you have got to make the capital investments, the cash flows are a little further out. I guess ordinarily I might have said if you could have just bought the crude oil gathering and storage assets and skipped on the NGL assets for now that might have been something to consider. But were the two somewhat linked, I mean, so which would lead you to conclude that TexStar is going to go ahead and sigh up for those take or pay agreements?

Doug Comeau

Yes, they were somewhat linked but I would tell you that on NGL assets, well both assets have considerable room for growth in the future but the NGL assets are particularly right with those opportunities. So that’s a very attractive part of this acquisition to us.

Mark Reichman - Simmons & Company

Okay. That’s helpful. And then in terms of that Niobrara Falls project. The open season has been extended and I think in the presentation you note there have been 24, I believe, agreements signed. How far are you from pulling the trigger on that project? I mean do you feel like you are fairly close but not quite there? I mean what needs to happen in your mind to announce and include it in guidance?

Curt Anastasio

We haven’t gotten there yet. It’s too early for us to -- otherwise we would have included it in our guidance. And it’s a very promising area, it could have a big potential upside for NuStar. But it’s really too early for us to -- you know we are going to do something there. But I have got couple of my guys here that might want to chime in further. Doug, do you want to say something else?

Doug Comeau

No, I think until we get to the end of the open season and see what commitments are being offered on the line, we won't be able to decide whether or not that project will go forward. And again, that’s why we did not include any of the CapEx or the EBITDA guidance in 2013-2014.

Curt Anastasio

What I like about it, Mark, is it looks a lot like the situation we are in in South Texas in Eagle Ford. You have got NuStar assets on the ground, pipes already in the ground, underutilized. You’ve got change in the product flows with the pipe products moving north, crude wants to some south and we talked about the Permian and we talked about the Granite Wash too in that slide. But basically, it’s very very interesting. It’s intriguing because we are positioned in a very similar way to the way we are positioned in South Texas for Eagle Ford where we had all these unutilized assets that are again completely filled up. So we want to keep working on this because it could be very attractive to us but we are not there yet.

Mark Reichman - Simmons & Company

And then my last question is just on the financing on the junior subordinated notes. What is your initial expectation in terms of the rate on those notes and have you already -- I guess you’ve probably already approached this with the rating agencies, what type of partial equity credit might you expect or do you think you should...?

Curt Anastasio

Yeah, we have approached it with them. We looked at doing one of these transactions a few years ago and then the mark kind of went away on them generally, and they have kind of come back as so many investors are hungry for yield product right now. We haven’t heard definitively from them. We are in discussions with them right now. But our expectation is that Fitch and S&P will give 50% equity treatment and Moody’s typically gives 25% equity treatment. And our security that we are working on is not unusual. It’s kind of a typical junior subordinated note, 30-year life potentially, 5-year non-call, $25 par transaction. So we’d be surprised if we didn’t get that sort of equity treatment.

In terms of the rating, we haven’t heard back from them yet. Typically, there is notching below what you are senior [debt] is rated at because these are subordinated to your senior debt but superior to your common equity. So we are waiting to hear, Mark.

Operator

Our next question comes from the line of Paul Jacob with Raymond James.

Paul Jacob - Raymond James & Associates

So on that Three Rivers Corpus line, could you just remind us, are you running anything through that right now and given that you have got 30,000 to 60,000 barrels and ConocoPhillips is ready to contract that. If there isn’t very much going through there do you additional opportunities to contract out that capacity?

Curt Anastasio

Yeah, I want to make sure I understand that one that you are talking about. The 16-inch line that we reversed is our main kind of trunk line for Eagle Ford. That’s running about 70,000 barrels a day to day and that’s all coming from the TexStar assets. Now the Conoco deal will connect into our Oakville terminal that also feeds that which will add volumes to that. We expect by middle next year that TexStar assets will be kicking in about 100,000 barrels a day on to that line in the Conoco assets, when that project comes online another 30 to 60.

Doug Comeau

The capacity on that 16-inch line is 200,000 barrels a day.

Curt Anastasio

And so we are working with others too to fill that capacity.

Paul Jacob - Raymond James & Associates

Okay. Perfect. Thank you for the color on that. And then flipping over to the TexStar assets, looking at the crude assets, why is the EBITDA ramping slowing if you have already got 70,000 barrels per day running?

Curt Anastasio

Well, we have got 70,000 barrels a day running on our pipeline. So this is really kind of the incremental gathering piece from TexStar. We were already capturing in 2012 some of these volumes as that business grew, through our Oakville terminal on our 16-inch line and through our North Beach terminal.

Doug Comeau

So in 2013 we start off with 70,000 barrels a day ramping up to 100,000 a day by mid-year. That’s why 2014 is a full year, has 100,000 barrels a day. And in 2015 we continue to see -- extending that pipeline into other Eagle Ford areas and continuing to have growth.

Paul Jacob - Raymond James & Associates

Okay. That helps. And then you know what was the thought process I guess surrounding the NGL activity. It looks like you have got a quite a bit of money to get those fractionators up and running. Just kind of curious what the logic was there in the future (inaudible) ?

Curt Anastasio

As we have been more involved in the Eagle Ford it became apparent very quickly that while there has been a lot of activity building, you know crude oil pipelines and providing access out of the Eagle Ford for crude, the real pinch point in production out of the Eagle Ford is the NGL pipeline and fractionation capacity. That starts to be a real bottleneck issue for producers because they can only flare gas for about 30 days in Texas by law and then you have to shut the well in. So it’s become really the most critical path for increasing production out of the Eagle Ford and so those assets are very much in demand.

Paul Jacob - Raymond James & Associates

Okay. And you know with that 12-inch line that’s going to Houston, recognizing the fact that that’s been underutilized for a while now and the opportunity with the NGL Y-Grade volumes that you are going to be seeing to potentially utilize that line and ship those barrels to Belvieu. Could you just talk a little bit about that and how that ends up working once those fractionators come on line?

Curt Anastasio

Our commitments will be on the southern part of that line to ship to Corpus and to and through our fractionator. The line going up to Mont Belvieu is available for any additional production that may be generated in the area. There are several other gas processing plants in the area. We also have a lot of interest in bringing [purity] products down that line. I mean it’s just ripe with opportunity.

Doug Comeau

So it’s turned out to be a very valuable asset actually for several different services that people are talking to us about.

Curt Anastasio

And what it really allows Corpus to be is a hub location for NGLs because you have access to the Mont Belvieu markets either going to or coming from there and we will have substantial export capabilities out of the Corpus area as well.

Paul Jacob - Raymond James & Associates

Okay. And do you guys have any agreements in place for Mont Belvieu fractionation?

Doug Comeau

No. We are planning our own fractionation although we are in several conversations about other fractionation projects but everybody sees that as the critical path. So we are still working through that but we are going to fractionate our own Corpus.

Paul Jacob - Raymond James & Associates

Okay. And then last question from me and thank you so much for the color, is could you just outline any terms related to the storage expansion, what's the link there and how is that going to work?

Doug Comeau

St. James?

Paul Jacob - Raymond James & Associates

Yeah, St. James and St. Eustatius?

Doug Comeau

Those are -- the St. Eustatius is a five-year deal and St. James I believe is a five-year deal as well.

Operator

Our next question comes from the line of Michael Blum with Wells Fargo.

Michael Blum - Wells Fargo Securities

Couple of questions from me. Can you just remind me what so on the San Antonio refinery sale when you close out all of those hedges, what will be the financial impact and will that be in the first quarter assuming that’s when it closes?

Steve Blank

Yeah, I mean, once we do that we will be closing those out, we will be putting on counter hedges so that the EBITDA impact going forward after the sale is minimal if not zero. We will have some fourth quarter impact to that because right now all of the gains and losses that are associated with those hedges are all deferred into OCI, other comprehensive income, which is on our balance sheet. So we will likely recognize that in the fourth quarter when that happens whenever we close those hedges out.

Michael Blum - Wells Fargo Securities

Okay. Can you also just walk through your, just any assumptions you have around the fuels and marketing business, the $40 million to $60 million EBITDA as sort of a go forward. What are the basic parameters of your assumptions that you are coming up with that number?

Steve Blank

First of all, (inaudible) is the crude oil trading which is predominantly at St. James although (inaudible) will provide opportunities around that side, great trading as well. And then you have got the bunker business, you know the ship fuel marketing business and the heavy fuels marketing business as well. And that business is done when we have 2012, ex the hedge loss?

Unidentified Speaker

Ex the hedge loss, about $16 million.

Doug Comeau

Ex the hedge loss, it’s going to make probably $30 million to $40 million.

Curt Anastasio

For the quarter, the fuel and oil and the bunker?

Doug Comeau

Yes.

Curt Anastasio

Okay. All right. So, Doug, you want to comment further on the assumptions going for both?

Doug Comeau

The heavy fuels out of Texas City, again we have about 1 million barrels a month that we supply out of the Texas City terminal. And we also at St. Eustatius on the bunkering business have had some increase in demand from the cruise lines. So we see the fuel on bunkering business being very stable as far as the income. And this is very much in line with our historical EBITDA.

Michael Blum - Wells Fargo Securities

Great. Okay. And then last question from me. On the Niobrara Falls project, it sounds like you are getting, based on your comments, you are seeing a lot more interest from the Permian than Granite Wash. Is it possible that this pipeline could be sort of re-purposed or the scope of the project could change where you end up basically signing shippers to go from there as opposed to from the Niobrara? Or do you absolutely need producers from the Niobrara to sign up to go through with the project?

Curt Anastasio

Absolutely. I mean we are open to any option. We don't need to do the project as proposed. We will evaluate the interest we have and do what's best for NuStar.

Operator

Our next question comes from the line of James Jampel of HITE Capital management.

James Jampel - HITE

On the Niobrara Falls, with the season extended to December 14, do you think we will hear before the holiday?

Doug Comeau

Perhaps. I hope we can get all that, the interest that we have signed up by then. It’s hard for me to say. Unless it gets extended again I guess you would.

James Jampel - HITE

So we should plan on hearing a go or no go on the north half and the south half in mid-December or do you think -- how likely then the extension that we don’t know?

Doug Comeau

Mostly likely unless it gets re-extended and it’s just timing with these producers how soon they can get through the paperwork on the commitments.

Curt Anastasio

I don’t think we know yet. That’s we didn’t put this in the guidance but we do feel like there is likely some upside there for NuStar. How it plays out we just don’t know yet.

James Jampel - HITE

But this could be significant to guidance if it was a go?

Curt Anastasio

Yes, exactly right. It would be material.

Doug Comeau

But it’s most likely not going to have much effect on 2013 at all.

Curt Anastasio

Right. Not ’13.

James Jampel - HITE

And what is the -- if you got both half’s to go, what is the approximate capital spending?

Steve Blank

Too early.

Curt Anastasio

It’s a little too early.

Steve Blank

Too early. It could take so many different forms.

Doug Comeau

There is too many options on the table for me to comment on that right now.

Curt Anastasio

Yeah.

James Jampel - HITE

Okay. And you spoke about the strategic redirection of NuStar. What is the final disposition of asphalt in your [mind]?

Steve Blank

Final disposition. Well we have done what we have done, which is going through this JV which gave as the $400 million to delever, gave us the opportunity to do TexStar and to de-consolidate it from our financials and that’s where we are right now. And as a standalone business they should have an opportunity to do better going forward. And the fundamentals of that business should improve in the coming quarters. I don’t think it -- I do not expect that business to get worse from how it performed in 2012 but we have done what we had needed to do to put NuStar on a sound footing.

James Jampel - HITE

So in upcoming quarters we will see this one line related to asphalt and it will just move up and down and hopefully it won't be too big of a distraction?

Curt Anastasio

I think that’s right.

James Jampel - HITE

And in the end could you see an exit or no?

Curt Anastasio

I think that depends upon the asphalt business and its recovery in the economy. If we looked at the projections for the asphalt business, the reason that we only did 50% of the JV, or 50% of the sale, was the fact that we wanted to participate in the upside as the asphalt market came back. And selling 50% at the bottom of the market was all that we really wanted to be able to do. So I think there is an asphalt recovery coming but I think it all depends upon the economy and when commercial and housing begins to come back. Does that kind of answer your question?

James Jampel - HITE

Yeah. It does. We are interested in seeing a stable and predictable an earnings stream as possible.

Steve Blank

Well, you will see that because as you said, it’s a one line item where you are picking up equity in income or loss and that’s it. And we don’t count it in distributable cash flow unless you get a cash distribution from the joint venture. And as we currently -- we have not budgeted in 2013 a distribution from the joint venture. The budget at the joint venture which was created by the joint venture is not high enough in EBITDA to pay a cash distribution to us.

Operator

Our next question comes from the line of [Andrew Gammof with First Eagle].

Unidentified Analyst

Let me focus just on the financing side of things. The numbers that you put forth on the EBITDA potential of the company in 2013-2014, certainly cover the maintenance CapEx which I assume will be around $60 million, maybe it’s too high. $100 million of interest, distribution in the GP take. I guess it scales up where the first two quarters of the year are probably less than one to one and the last two quarters are maybe perhaps over one to one and that’s how you get to the one for the year. So that takes care of itself. The growth CapEx of $625 million plus the $425 million to close the two transactions, plus the $480 million of debt that’s due this year, that is in effect what needs to be financed over the next 12 months or 14 months. Is that the number Steve that you are focused on?

Steve Blank

Agreed. Yes.

Unidentified Analyst

And you're saying that the combination of your access to the debt markets plus the junior financing subordinated notes are sufficient to handle all of that.

Steve Blank

Yes.

Unidentified Analyst

All of that financing, correct?

Steve Blank

That’s right. I mean we are presuming or what we have budgeted is that the two bond maturities coming due in the first half of next year would be ultimately taken out with a single bond deal. But initially....

Unidentified Analyst

Does that involve also combining -- I forget about it, was it [NuPOP] plus KNEB, this kind of weird structure that goes back to the KNEB days or is that totally separate?

Steve Blank

That goes away with the repayment of the final original KNEB bond subsequent to that repayment all debt would be issued at NuStar Logistics and the cross guarantees between the bond holders which are currently in place goes away. So long as there is no debt at KPOP essentially.

Unidentified Analyst

Understand. Where does the company peak out in terms of debt to EBITDA, sometime in the second quarter where the full EBITDA hasn’t kicked in. Where do you see the company peaking out?

Steve Blank

The debt to EBITDA, it depends how you calculate your debt to EBITDA. I am going to give you the calculation based on the financial covenant that we have agreed with the banks which would have us, in this presumes a second junior preferred issuance, subordinated note issuance. We would be at about $370 million, something like that. So we are significantly deleveraging given the treatment in our bank financing for these securities.

Unidentified Analyst

Sorry, so the peak debt to EBITDA is 3.7 times, did I understand that correctly?

Steve Blank

No, I'm sorry. I was answering the question of the second quarter. No, it would be under four, just under four, is what we are showing in our numbers for next year based on our....

Unidentified Analyst

Just under 4 at the peak or for the year?

Steve Blank

At the peak, it would be just under 4.

Unidentified Analyst

Okay. Well, understood. And then if you would fast forward to 2014, obviously you don't have the debt payments that need to be refinanced. But do you see the same similar level of $600 million CapEx or is that kind of related mostly to the NGL facilities and it drops down quite a bit?

Steve Blank

It would drop down terrifically, terrifically. And the high ends of whatever capital numbers we have considered for Colorado shale play, it’s couple of $100 million maybe, okay? But it's early days yet. But, no, we shouldn't be anything -- now we've got the St. Eustatius project that we are currently evaluating which isn’t in these numbers. That’s a much lower number than the one we previously guided to a year or so ago because we are doing half the project. But it's too early on that, too. But I mean could we get up to something that high? Maybe. But not in our current five year plan.

Unidentified Analyst

I understand. Well, that's great. So let me just bring up one other thing on financing. A month ago all the questions on a similar call were about the sustainability of the distribution. Today you're clearly trying to give us a message of growth and the distribution hasn't even come up, yet your stock trades at 10% yield and 7.5% plus yield on NSH, which seems to me somewhat ridiculous. But leaving that aside, it doesn't provide you with the flexibility necessarily to make that useful in the sense that you clearly have more projects that are interesting relative to your capitalization. Is that right? So the margin for error here is less until the market starts to appreciate the certainty of the EBITDA of this company. Is that a fair way of assessing things.

Curt Anastasio

It’s fair way to say. Saying it another way is, our stock price is too cheap for us to want to issue it at any time soon. And that may knock us out for doing deals on Wall Street but it certainly doesn't knock us out from doing organic deals at these low multiples. But, yes, we're in a nice position. We have got a lot of capital expenditure opportunities and we just have to pick the very best ones.

Unidentified Analyst

Right. Or sell off the underperforming assets even if they're not the best price. But in effect what you're saying is you are covered. You have insulated yourself for the next 13 months to show the Street the EBITDA that you believe these assets and projects are capable of. Right? Is that the message that you want us to take away?

Curt Anastasio

Yes.

Steve Blank

Yes.

Operator

Our next question comes from the line of John Tysseland with Citi.

John Tysseland - Citi

On the TexStar NGL assets you mentioned that there’s two dismantled fractionators there. Are those fractionators in corpus today on an existing site? Or are you going to be moving those?

Doug Comeau

The fractionators are currently located in South Louisiana and they are in the process of being refurbished and then will be moved to the corpus area when appropriate.

John Tysseland - Citi

Okay. And then is there, do you have an existing site that you are going to be putting those fractionators on?

Doug Comeau

We have a proposed site that’s part of the agreements that we are working on finalizing.

John Tysseland - Citi

Has that land been purchased or is that already included in kind of the cost that you have out there?

Steve Blank

It’s part of the cost that we have out there.

John Tysseland - Citi

And then does the cost that you have put out there for the fractionation, does that include downstream connectivity and off take agreements with customers?

Doug Comeau

Yes. That’s gets all the way through the system and out, all covered by take or pay.

John Tysseland - Citi

And the downstream connectivity, is that just going to the Corpus market or do you plan on diversifying away from the Corpus market to other facilities and crackers north?

Doug Comeau

We are focusing on Corpus but we could very easily have access to Houston markets on our 12-inch lines, that’s one of the good things about having that line there. But that’s really kind of up to our customers. We are providing these services under these guaranteed contract but we don’t own the product.

John Tysseland - Citi

So just so we are clear. We have -- in this instance you have contracts both with and acreage dedications from producers and processors and then you also have downstream commercial agreements with or off take agreements with petrochemical refiners?

Doug Comeau

Yeah. So let me be clear. The acreage dedications as well as firm take or pay volume commitments from producers on the crude oil side, okay. That’s on the crude oil piece. On the Y-Grade side, the NGL business, we have dedicated plants. Those two processing plants near Pettus.

Curt Anastasio

To feed them.

Doug Comeau

That’s right. They are dedicated to our pipelines, our fractionators. And those shippers what they are committing to is to ship on that lines, to pay the fractionation fee and to go out over the facilities that will be provided.

John Tysseland - Citi

And then what about the off take for what you are going to be producing out of the fractionators. That's what I was kind of focusing on.

Doug Comeau

It’s all the way through. But that’s not ours. The shippers, that's their responsibility to clear it. We just provide the logistics services.

John Tysseland - Citi

Okay. And then so when we look at kind of the risk factors here in trying to determine where things can go really right, where things can go wrong. Really it’s two fold. It’s what you can actually construct or reconstruct these facilities for and then the actual volumes coming out of the two plants that you have dedicated to these facilities. Is that a fair way of framing it up?

Doug Comeau

Yeah. But we are going to have a minimum take or pay.

Steve Blank

Whether volume shows up or not.

Doug Comeau

Yeah, that’s true. The dedications just guarantee us everything that’s coming out of those facilities. But we do have minimums. This supports the project on their own.

Curt Anastasio

It’s really virtually no risk.

Doug Comeau

No risk. Once you get these agreements all signed and executed the project works on a minimum commitment but clearly they are going to run higher than those levels.

John Tysseland - Citi

And then what do you think the cost savings is from buying these fractionators or these dismantled fractionators from newbuild. It sounds like you are going to be building pretty much a Greenfield facility with the exception that you have these dismantled fractionators that you are going to be putting back together. What's the cost advantage that you look at by doing this transaction versus a Greenfield transaction?

Steve Blank

The real advantage is timing. I mean, the costs are maybe somewhat lower but it's really being able to get it done quickly and get to market and start generating. There is a shortage of fractionation capacity now and start from where the new plant is you are 12 to 18 months out and we can get done quicker than that.

John Tysseland - Citi

Will these have the same efficiencies as a new plant?

Doug Comeau

Yes.

John Tysseland - Citi

And then lastly, when you look at the refinery sale and the -- I believe you bought or the San Antonio refinery sale, I believe you bought that for $60 million and then connected a crude oil pipeline to that. Is...?

Steve Blank

We have got that $90 million tied up in that, John, right now.

John Tysseland - Citi

And is there -- do you believe that you will be able to get that back fully or do you expect you maybe would be able to record a gain or a loss?

Curt Anastasio

We would rather not comment.

Steve Blank

Yeah, we would rather not comment on the price because we are very near to concluding this deal so just stay posted for an announcement. The important thing to us is it moves us in the right strategic direction. We are very close to having what we deem to be a fair price. So further than that, we shouldn’t go right now. So stay tuned.

Operator

Our next question comes from the line of [David Lavante with Kain Anderson].

Unidentified Analyst

Couple of questions. The volume growth assumption on the crude oil line going from 70,000 to 100,000 barrels a day, what's the key assumption there? Is it just depending on production? What could potentially go wrong that could derail that from getting to 100,000 barrels a day?

Danny Oliver

Really, actually there is still a lot of product today being trucked out of that area as we are receiving pumps that we had on order and getting them hooked up. It’s I think more of a -- these logistics are still in the process of being completed although they are flowing. But it's mostly just us giving the logistics in service at full capacity.

Curt Anastasio

You probably know, David, that every time somebody comes out with an Eagle Ford production forecast it's higher. I mean, they are talking about maybe on the oil, 2.5 million barrels a day within ten years from where they are now. And just everything. The NGLs, the wet gas, all those production forecasts keep going up and up and up. And we really, we have strong a position as anybody in that play to move it to market.

Doug Comeau

Current oil production out of the Eagle Ford as our numbers indicate would be someplace around 800,000 barrels a day of crude peaking, as Curt says, some numbers go to above 2 million. Other numbers 1.6 million, with our existing 100,000 barrels a day running down the line out of the existing 800,000 barrels a day that we know are being produced we would be about 12.5% of the crude export market will be going down NuStar's lines.

Unidentified Analyst

With respect to the CapEx that you guys are looking to spend on the NGL side, is there any way to break down how much that $325 million you will be looking at spending on the frac plant buildout and the pipeline interconnects? So actually how is the expansion CapEx-ing out....

Steve Blank

We broke it out -- you mean in time?

Curt Anastasio

No, no he means versus the connections at Belvieu and the connections down at the gas plant.

Steve Blank

About 35% of the CapEx spend is on the refurbishment and relocation of the fractionators and the rest is towards pipeline projects.

Unidentified Analyst

Okay. And then do you guys have an assumption or an expectation of what maintenance CapEx will be next year in 2014?

Doug Comeau

We haven't given a number but it’s probably going to be in the $40 million to $50 million range.

Unidentified Analyst

And then last question. Steve, what are you expecting for G&A in 2013, 2014?

Steve Blank

Let me just see, I don't know off the top of my head. Do we have it here on this? We should. Just give me a second, David, if we don't have it here I can get back to you on it.

Unidentified Analyst

Yeah, no problem.

Steve Blank

David I think it’s in the $110 million to $120 million range.

Unidentified Analyst

$120 for 2014 or...?

Steve Blank

I would say $110 million, '13, maybe up to $115 million to $120 million for '14.

Operator

(Operator Instructions) Our next question is a follow up from the line of Mark Reichman with Simmons.

Mark Reichman - Simmons & Company

You know on the NGL assets the EBITDA projections for 2014 and 2015. Are those based on the minimums and if not, assuming there were no volumes and you just received the minimums according to the contract, what would your expectation be for EBITDA?

Steve Blank

We start off with the minimums on 2013 when the project is finished but a lot of that growth isn’t only in the fractionation but also some growth on shipping NGLs on those pipelines that I think....

Mark Reichman - Simmons & Company

Well, I have got the 2013, the way I was kind of looking at it, you have the 40 to 60 in ’14 and the 70 to 90 in ’15, what was the number for ’13? I thought it was zero.

Curt Anastasio

There is no NGL EBITDA in ’13, Mark.

Mark Reichman - Simmons & Company

Okay. So....

Curt Anastasio

It comes online late in the year.

Mark Reichman - Simmons & Company

Right. So if you just get the minimums, what would the EBITDA look like for ’14 and ’15?

Steve Blank

Let me look at it real quick.

Curt Anastasio

Hold on a sec, Mark, let's look. It’s about $50 million, Mark.

Mark Reichman - Simmons & Company

$50 million. Great. Thank you very much.

Operator

Our next question is a follow up from the line of [Andrew Gammof with First Eagle]

Unidentified Analyst

Thanks for allowing to ask one more question, it’s also on NGLs. I presume the reason that you want these assets is because they help you service your crude oil customers that are having rich gas or I guess gas issues in their otherwise oil product, and you can provide one service. That’s my guess.

Curt Anastasio

That’s exactly right. You know when Doug went over that math you may have noticed that the gas or the wet gas lines coming out of the Eagle Ford and our [close] lines are basically in the same ditch. So we served the same customer. We give those crude oil producers a solution, a NGL solution, and they need that solution and the NGL business down in these shale plays as I mentioned before is ripe with growth opportunities.

Unidentified Analyst

Right. So they are drilling for oil and they are coming up with some product that’s worth half of their oil and they just want to get rid of it so they can keep drilling?

Curt Anastasio

Absolutely. I mean it gets to the point that prices in NGLs are kind of irrelevant.

Unidentified Analyst

Right. Exactly. But I think from the tone of the questions and I understand the tone because I share the thought. Having NGL pipelines is one thing but having NGL fractionators is another thing and there is plenty of companies out there trading at substantially lower yields than you with much more variability in their earnings that would love to own these things. And I guess the question is, once you have spent the CapEx and you are looking at $40 million to $60 million, I hear you on the growth Curt, I hear you on the growth which can certainly help increase the distribution in ’14 and ’15 but if someone wants to pay you 6% cap rates for these assets and the Niobrara and other assets come on, are these fractionators easily separable from your otherwise core business?

Curt Anastasio

Yeah. I mean we will have a very valuable asset which for the right price can be sold. But that’s not our present intention, but I take your point.

Unidentified Analyst

Yeah. I think that’s the most important that you can just take three fractionators and given them to somebody else for lots of cash and you can keep the pipelines and keep the contracts etcetera, etcetera and spend your money more NuStar like projects. Right?

Curt Anastasio

It’s always a possibility.

Doug Comeau

And we do view these as really a wide spot, these fractionators as a wide spot in the pipeline. We are not servicing walk up capacity. This will be, as time goes on, it will become fully committed with that take or pay contracts.

Curt Anastasio

Yeah. And that’s why we are not thinking sales as we sit here today on this call but you right, Andrew, it’s a very valuable asset that could attract a big number potentially.

Unidentified Analyst

Those take or pay contracts will be great for the companies with 5% yields and variable EBITDA. Thank you, so much.

Operator

There appear to be no further questions at this time.

Chris Russell

Thank you, Brandy. We would once again like to thank everyone for joining us on the call today. If anyone has any additional questions please call NuStar Investor Relations. Thanks and have a good day.

Operator

Ladies and gentlemen this concludes today's conference call. Thank you for participating, you may now disconnect.

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