NEW ORLEANS, April 26, 2018 /PRNewswire/ -- Kahn Swick & Foti, LLC ("KSF") and KSF partner, Former Attorney General of Louisiana, Charles C. Foti, Jr., announce the commencement of a securities class action lawsuit against NuStar GP Holdings, LLC ("NSH" or the "Company") (NYSE: NSH). KSF filed the lawsuit in the United States District Court for the District of Delaware (Case No. 1:18-cv-00576-UNA) on behalf of unitholders of NSH who held units representing limited liability company interests in NSH ("NSH units") and have been harmed by NSH and its board of directors (the "Board") for alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") in connection with the sale of the Company to NuStar Energy, L.P. (the "Partnership") and its affiliates.
About the Lawsuit
On February 8, 2018, the Company announced that it had entered into a merger agreement (the "Agreement") in connection with the sale, pursuant to which NSH unitholders would receive 0.55 of a Partnership common unit in exchange for each NSH unit they own at closing. The merger would result in NSH becoming a wholly owned subsidiary of the Partnership and the cancellation of the 2% economic general partner interest in the Partnership, the incentive distribution rights in the Partnership and approximately 10.2 million Partnership common units currently owned by NSH and its subsidiaries.
The complaint alleges that the Form S-4 Registration Statement (the "Proxy") filed in connection with the merger provides materially incomplete and misleading information about the Company's financials and the transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act. Specifically, the complaint alleges that the Proxy contains materially incomplete and misleading information concerning: (i) the process leading to the execution of the Merger, including the rejection of a potentially superior bid that arose after the announcement of the Agreement; (ii) the financial analyses conducted by Robert W. Baird & Co. ("Baird"), financial advisor to the NSH Conflicts Committee; and (iii) the projections used by Baird in those analyses.
What You May Do
If you are a NSH unitholder and would like to discuss your legal rights and how this case might affect you and your right to recover for your economic loss, you may, without obligation or cost to you, e-mail or call KSF Managing Partner, Lewis Kahn ([email protected]) toll free at 1-877-515-1850 or visit https://www.ksfcounsel.com/cases/nyse-nsh/ to learn more. If you wish to serve as a lead plaintiff in this class action by overseeing lead counsel with the goal of obtaining a fair and just resolution, you must request this position by application to the Court no later than sixty (60) days from the date of the publication of this notice. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. KSF encourages both institutional and individual purchasers of NSH to take action. The ultimate resolution of any securities class action is strengthened through the involvement of aggrieved shareholders and lead plaintiffs who have large financial interests. KSF also encourages anyone with information regarding NSH's conduct during the period in question to contact the firm, including whistleblowers, former employees, shareholders and others.
About Kahn Swick & Foti, LLC
To learn more about KSF, whose partners include the Former Louisiana Attorney General, Charles C. Foti, Jr., and other lawyers with significant experience litigating complex securities class actions nationwide on behalf of both institutional and individual shareholders, you may visit www.ksfcounsel.com.
Kahn Swick & Foti, LLC Lewis Kahn, Managing Partner [email protected] 1-877-515-1850 206 Covington St. Madisonville, LA 70447