Valero Energy Corporation (NYSE: VLO, “Valero”) announced today
that it has commenced tender offers (each individually, with
respect to a series of notes, a “Tender Offer,” and collectively,
the “Tender Offers”) to purchase for cash (1) any and all of its
outstanding 2.700% Senior Notes due 2023 (the “Any and All Tender
Offer” and such notes, the “Any and All Notes”) and (2) up to a
maximum aggregate purchase price of $1,000,000,000 (such aggregate
purchase price, the “Maximum Aggregate Purchase Price”) of its
outstanding 1.200% Senior Notes due 2024, 3.650% Senior Notes due
2025, 2.850% Senior Notes due 2025, 10.500% Senior Notes due 2039,
8.750% Senior Notes due 2030, 7.500% Senior Notes due 2032 and
6.625% Senior Notes due 2037 and the 4.375% Senior Notes due 2026
issued by Valero Energy Partners LP and guaranteed by Valero (the
“Maximum Tender Offer” and such notes, collectively, the “Maximum
Tender Offer Notes”, and the Maximum Tender Offer Notes together
with the Any and All Notes, the “Securities”), subject to the
acceptance priority levels and the Series Tender Caps (as defined
below) noted in the second table below.
Any and All of the Outstanding
Securities Listed Below
(the “Any and All Notes”)
Title of Security
CUSIP/ISIN
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
2.700% Senior Notes
due 2023
91913YAX8 / US91913YAX85
$850,000,000
0.25% UST due 4/15/2023
FIT4
+40 bps
Up to the Maximum Aggregate
Purchase Price of $1,000,000,000(a)
of the Outstanding Securities
in the Priority Listed Below
(collectively, the
“Maximum Tender Offer Notes”)
Title of Security
CUSIP/ISIN
Principal Amount
Outstanding
Acceptance Priority
Level(a)
Series Tender Cap(a)
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
Early Tender
Payment(b)(c)
1.200% Senior Notes due 2024
91913YBA7 / US91913YBA73
$925,000,000
1
$400,000,000
0.75% UST due 11/15/2024
FIT1
+20 bps
$30
3.650% Senior Notes due 2025
91913YAS9 / US91913YAS90
$600,000,000
2
$400,000,000(e)
1.125% UST due 10/31/2026
FIT1
+10 bps
$30
4.375% Senior Notes due
2026(d)
91914JAA0 / US91914JAA07
$500,000,000
3
1.125% UST due 10/31/2026
FIT1
+55 bps
$30
2.850% Senior Notes due 2025
91913YAY6 / US91913YAY68
$1,050,000,000
4
1.125% UST due 10/31/2026
FIT1
+25 bps
$30
10.500% Senior Notes due 2039
91913YAP5 / US91913YAP51
$250,000,000
5
$200,000,000(f)
2.00% UST due 11/15/2041
FIT1
+175 bps
$30
8.750% Senior Notes due 2030
91913YAB6 / US91913YAB65
$200,000,000
6
1.375% UST due 11/15/2031
FIT1
+125 bps
$30
7.500% Senior Notes due 2032
91913YAE0 / US91913YAE05
$750,000,000
7
1.375% UST due 11/15/2031
FIT1
+135 bps
$30
6.625% Senior Notes due 2037
91913YAL4 / US91913YAL48
$1,500,000,000
8
2.00% UST due 11/15/2041
FIT1
+140 bps
$30
(a)
The offers with respect to the Maximum
Tender Offer Notes are subject to the Maximum Aggregate Purchase
Price of $1,000,000,000. The offers with respect to Maximum Tender
Offer Notes with (i) acceptance priority level 1 will be subject to
an aggregate principal amount sublimit of $400,000,000, (ii)
acceptance priority levels 2, 3 and 4 will collectively be subject
to an aggregate principal amount sublimit of $400,000,000 and (iii)
acceptance priority levels 5, 6, 7 and 8 will collectively be
subject to an aggregate principal amount sublimit of $200,000,000
(each such sublimit, a “Series Tender Cap”). All references to the
aggregate purchase price of Maximum Tender Offer Notes include the
applicable Total Consideration or Late Tender Offer Consideration
(each as defined below), as applicable, and exclude applicable
unpaid accrued interest and fees and expenses related to the Tender
Offers. Subject to the terms and conditions set forth in the Offer
to Purchase (as defined below), Valero will purchase Maximum Tender
Offer Notes having an aggregate purchase price up to the Maximum
Aggregate Purchase Price, subject to the acceptance priority levels
and the Series Tender Caps set forth in the second table above.
Subject to applicable law, Valero reserves the right, but is under
no obligation, to increase, decrease or eliminate the Maximum
Aggregate Purchase Price and/or any Series Tender Cap with respect
to a particular series, in either case, at any time and in its sole
discretion.
(b)
Per $1,000 principal amount.
(c)
The Total Consideration for Maximum Tender
Offer Notes validly tendered prior to or at the Early Tender Date
(as defined below) and accepted for purchase is calculated using
the applicable fixed spread and is inclusive of the Early Tender
Payment.
(d)
Issued by Valero Energy Partners LP and
guaranteed by Valero.
(e)
The Series Tender Cap applies to the
aggregate principal amount of the 3.650% Senior Notes due 2025,
4.375% Senior Notes due 2026 and 2.850% Senior Notes due 2025,
collectively.
(f)
The Series Tender Cap applies to the
aggregate principal amount of the 10.500% Senior Notes due 2039,
8.750% Senior Notes due 2030, 7.500% Senior Notes due 2032 and
6.625% Senior Notes due 2037, collectively.
The Any and All Tender Offer will expire at 5:00 p.m., New York
City time, on November 24, 2021, unless extended or earlier
terminated (the “Any and All Expiration Date”). Holders of the Any
and All Notes must validly tender and not validly withdraw their
Any and All Notes prior to or at the Any and All Expiration Date to
be eligible to receive the applicable Total Consideration for such
Any and All Notes.
The Maximum Tender Offer will expire at midnight, New York City
time, at the end of December 16, 2021, unless extended or earlier
terminated (the “Maximum Tender Expiration Date”). Holders of the
Maximum Tender Offer Notes must validly tender and not validly
withdraw their Maximum Tender Offer Notes prior to or at 5:00 p.m.,
New York City time, on December 2, 2021, unless extended or earlier
terminated (the “Early Tender Date”), to be eligible to receive the
applicable Total Consideration for such Maximum Tender Offer Notes,
which is inclusive of an amount in cash equal to the applicable
amount set forth in the second table above under the heading “Early
Tender Payment” (the “Early Tender Payment”). Holders of the
Maximum Tender Offer Notes who validly tender their Maximum Tender
Offer Notes after the Early Tender Date but prior to or at the
Maximum Tender Expiration Date will be eligible to receive the
applicable Total Consideration (as defined below) for such Maximum
Tender Offer Notes minus the Early Tender Payment (the “Late Tender
Offer Consideration”).
All Maximum Tender Offer Notes tendered prior to or at the Early
Tender Date will be accepted based on the acceptance priority
levels noted in the second table above (subject to any applicable
Series Tender Cap) and will have priority over Maximum Tender Offer
Notes tendered after the Early Tender Date (subject to any
applicable Series Tender Cap), regardless of the acceptance
priority levels of the Maximum Tender Offer Notes tendered after
the Early Tender Date. Subject to applicable law, Valero may
increase, decrease or eliminate the Maximum Aggregate Purchase
Price and/or any Series Tender Cap with respect to a particular
series, in any case, at any time and in its sole discretion.
The applicable consideration (the “Total Consideration”) payable
for each $1,000 principal amount of the Any and All Notes validly
tendered and accepted for payment pursuant to the Any and All
Tender Offer will be determined in the manner described in the
Offer to Purchase by reference to the fixed spread for the Any and
All Notes specified in the first table above plus the yield to
maturity based on the bid-side price of the U.S. Treasury Reference
Security specified in the first table above, calculated as of 2:00
p.m., New York City time, on November 24, 2021, unless extended or
earlier terminated. The applicable Total Consideration payable for
each $1,000 principal amount of each series of the Maximum Tender
Offer Notes validly tendered prior to or at the Early Tender Date
and accepted for payment pursuant to the Maximum Tender Offer will
be determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread for such Security
specified in the second table above plus the applicable yield to
maturity based on the bid-side price of the applicable U.S.
Treasury Reference Security specified in the second table above,
calculated as of 10:00 a.m., New York City time, on December 3,
2021, unless extended or earlier terminated. In addition to the
Total Consideration, Valero will also pay accrued and unpaid
interest on Securities purchased up to, but not including, the
applicable settlement date. The settlement date for the Any and All
Tender Offer will occur promptly after the Guaranteed Delivery
Expiration Date (as defined in the Offer to Purchase) and is
expected to be November 30, 2021. The settlement date for the
Maximum Tender Offer Notes validly tendered and accepted for
payment on the Early Tender Date will occur promptly after the
Early Tender Date and is expected to be December 6, 2021. The
settlement date for the Maximum Tender Offer Notes validly tendered
and accepted for payment after the Early Tender Date will occur
promptly after the Maximum Tender Expiration Date and is expected
to be December 20, 2021.
Any and All Notes tendered pursuant to the Any and All Tender
Offer may be withdrawn prior to or at, but not after, 5:00 p.m.,
New York City time, on November 24, 2021, and Maximum Tender Offer
Notes tendered pursuant to the Maximum Tender Offer may be
withdrawn prior to or at, but not after, 5:00 p.m., New York City
time, on December 2, 2021 (such dates and times, as they may be
extended with respect to the Any and All Notes or a series of
Maximum Tender Offer Notes, the applicable “Withdrawal
Deadline”).
After the applicable Withdrawal Deadline, you may not withdraw
your tendered Securities unless Valero amends the applicable Tender
Offer in a manner that is materially adverse to the tendering
holders, in which case withdrawal rights may be extended as Valero
determines, to the extent required by law (as determined by
Valero), appropriate to allow tendering holders a reasonable
opportunity to respond to such amendment. Additionally, Valero, in
its sole discretion, may extend a Withdrawal Deadline for any
purpose. If a custodian bank, broker, dealer, commercial bank,
trust company or other nominee holds your Securities, such nominee
may have an earlier deadline or deadlines for receiving
instructions to withdraw tendered Securities.
The Tender Offers are being made pursuant to an Offer to
Purchase, dated November 18, 2021 (the “Offer to Purchase”), which
sets forth a more detailed description of the Tender Offers.
Holders of the Securities are urged to read the Offer to Purchase
carefully before making any decision with respect to the Tender
Offers.
Valero’s obligation to accept for payment and to pay for the
Securities validly tendered in the Tender Offers is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase, including a financing condition. The Tender
Offers may be terminated or withdrawn in whole or terminated or
withdrawn with respect to any series of the Securities, subject to
applicable law. Valero reserves the right, subject to applicable
law, to (1) waive any and all conditions to any of the Tender
Offers, (2) extend or terminate any of the Tender Offers, (3)
increase, decrease or eliminate the Maximum Aggregate Purchase
Price and/or any Series Tender Cap with respect to a particular
series or (4) otherwise amend any of the Tender Offers in any
respect.
Valero has retained J.P. Morgan Securities LLC, Citigroup Global
Markets Inc., BofA Securities, Inc., Mizuho Securities USA LLC and
MUFG Securities Americas Inc. as dealer managers (the “Dealer
Managers”) for the Tender Offers. Valero has retained D.F. King
& Co., Inc. as the tender and information agent for the Tender
Offers. For additional information regarding the terms of the
Tender Offers, please contact: J.P. Morgan Securities LLC at (866)
834-4666 (toll free) or (212) 834-3424 (collect); or Citigroup
Global Markets Inc. at (800) 831-9146. Requests for documents and
questions regarding the tendering of securities may be directed to
D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks
and brokers only) or (800) 334-0384 (for all others, toll-free), by
email at vlo@dfking.com or at www.dfking.com/vlo or to the Dealer
Managers at their respective telephone numbers.
This announcement is for information purposes only and does not
constitute a solicitation to buy or an offer to purchase or sell
any securities. The Tender Offers are being made only pursuant to
the Offer to Purchase and only in such jurisdictions as is
permitted under applicable law. None of Valero, the tender and
information agent, the Dealer Managers or the trustees with respect
to the Securities, nor any of their affiliates, makes any
recommendation as to whether holders should tender or refrain from
tendering all or any portion of their Securities in response to the
Tender Offers.
Safe-Harbor Statement
Statements contained in this press release that state Valero’s
or its management’s expectations or predictions of the future are
forward-looking statements intended to be covered by the safe
harbor provisions of the Securities Act of 1933 and the Securities
Exchange Act of 1934. The words “anticipate,” “believe,” “expect,”
“plan,” “intend,” “scheduled,” “estimate,” “project,” “projection,”
“predict,” “budget,” “forecast,” “goal,” “guidance,” “target,”
“could,” “would,” “should,” “may,” “strive,” “seek,” “potential,”
“opportunity,” “aimed,” “considering,” “continue,” and similar
expressions identify forward-looking statements. Forward-looking
statements in this press release include those relating to expected
timing of pricing of the Tender Offers, expiration dates for the
Tender Offers, Withdrawal Deadlines and settlement dates. It is
important to note that actual results could differ materially from
those projected in such forward-looking statements based on
numerous factors, including those outside of Valero’s control, such
as legislative or political changes or developments, market
dynamics, cyberattacks, weather events, and other matters affecting
our operations or the demand for our products. These factors also
include, but are not limited to, the uncertainties that remain with
respect to the COVID-19 pandemic, variants of the virus,
governmental and societal responses thereto, including requirements
and mandates with respect to vaccines, vaccine distribution and
administration levels, and the adverse effects the foregoing may
have on our business or economic conditions generally. For more
information concerning these and other factors that could cause
actual results to differ from those expressed or forecasted, see
Valero’s annual report on Form 10-K, the “Risk Factors” section
included in the Offer to Purchase, quarterly reports on Form 10-Q,
and other reports filed with the Securities and Exchange
Commission.
About Valero
Valero Energy Corporation, through its subsidiaries
(collectively, “Valero”), is an international manufacturer and
marketer of transportation fuels and petrochemical products. Valero
is a Fortune 500 company based in San Antonio, Texas, and owns 15
petroleum refineries with a combined throughput capacity of
approximately 3.2 million barrels per day and 12 ethanol plants
with a combined production capacity of approximately 1.6 billion
gallons per year. The petroleum refineries are located in the
United States (U.S.), Canada and the United Kingdom (U.K.), and the
ethanol plants are located in the Mid-Continent region of the U.S.
Valero is also a joint venture partner in Diamond Green Diesel,
which owns and operates a renewable diesel plant in Norco,
Louisiana. Diamond Green Diesel owns North America’s largest
biomass-based diesel plant. Valero sells its products in the
wholesale rack or bulk markets in the U.S., Canada, the U.K.,
Ireland and Latin America. Approximately 7,000 outlets carry
Valero’s brand names.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211118005868/en/
Valero Contacts Investors: Homer Bhullar, Vice President
– Investor Relations and Finance, 210-345-1982 Eric Herbort, Senior
Manager – Investor Relations, 210-345-3331 Gautam Srivastava,
Senior Manager – Investor Relations, 210-345-3992 Media: Lillian
Riojas, Executive Director – Media Relations and Communications,
210-345-5002
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