Market Overview

NuStar GP Holdings, LLC Unitholders Approve Merger with NuStar Energy L.P.


NuStar GP Holdings, LLC (NYSE:NSH) and NuStar Energy L.P. (NYSE:NS)
today announced that the NSH unitholders have approved the merger of NSH
with a wholly owned subsidiary of NS. Approximately ninety-eight percent
of the NSH units that voted were cast in favor of the merger,
representing approximately sixty-five percent of NSH's total outstanding
units as of the record date.

NuStar expects the merger to be completed later today, resulting in NSH
unitholders being entitled to receive 0.55 of a common unit representing
a limited partner interest in NS ("NS common unit") in exchange for each
NSH unit owned at the effective time of the merger. Cash will be paid to
NSH unitholders in accordance with the merger agreement in lieu of any
fractional units they otherwise would have been entitled to receive. As
a result of the merger completion, units of NSH will cease trading at
the close of business today. NS common units will continue to be traded
on the NYSE under the ticker "NS."

"We are pleased that our unitholders voted in favor of approving the
merger," said Brad Barron, president and chief executive officer of NS
and NSH. "We have experienced a fundamental shift in the Master Limited
Partnership (MLP) sector that required some transformative actions to
ensure the long-term financial strength of the company. The decision to
simplify our corporate structure and eliminate the incentive
distribution rights will lower our cost of capital and allow us to
continue to build on the strength of our superior asset base with less
dependence on the equity capital markets. It will also create a more
efficient and transparent structure and it is a critical step in the
implementation of a comprehensive plan launched earlier this year to
position NuStar to successfully de-lever and deliver strong, sustainable
distribution coverage."

About NuStar Energy L.P. and NuStar GP Holdings, LLC

NuStar Energy L.P., a publicly traded master limited partnership based
in San Antonio, is one of the largest independent liquids terminal and
pipeline operators in the nation. NuStar currently has more than 9,400
miles of pipeline and 82 terminal and storage facilities that store and
distribute crude oil, refined products and specialty liquids. The
partnership's combined system has more than 97 million barrels of
storage capacity, and NuStar has operations in the United
States, Canada, Mexico, the Netherlands, including St. Eustatius in
the Caribbean, and the United Kingdom. For more information, visit
NuStar Energy L.P.'s website at

This press release includes "forward-looking statements" as defined
by the SEC. All statements, other than statements of historical fact,
included herein that address activities, events or developments that NS
expects, believes or anticipates will or may occur in the future,
including the anticipated benefits and other aspects of the merger, are
forward-looking statements. These forward-looking statements are subject
to risks and uncertainties that may cause actual results to differ
materially, including the possibility that the anticipated benefits from
the merger cannot be fully realized, the possibility that costs or
difficulties related to integration of the two companies will be greater
than expected, and the impact of competition and other risk factors
included in the reports filed with the SEC by NS. Readers are cautioned
not to place undue reliance on these forward-looking statements, which
speak only as of their dates. Except as required by law, NS does not
intend to update or revise its forward-looking statements, whether as a
result of new information, future events or otherwise.

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