Valero Energy Corporation (NYSE: VLO, “Valero”) announced today
the pricing terms of its previously announced cash tender offer
(the “Any and All Tender Offer”) for any and all of its outstanding
2.700% Senior Notes due 2023 (the “Any and All Notes”). The terms
and conditions of the Any and All Tender Offer are described in the
Offer to Purchase, dated November 18, 2021 (the “Offer to
Purchase”). The Any and All Tender Offer is scheduled to expire at
5:00 p.m., New York City time, today, November 24, 2021, unless
extended or earlier terminated.
The Reference Yield, Repurchase Yield and Total Consideration
(each as defined more fully in the Offer to Purchase) with respect
to the Any and All Tender Offer are detailed in the table
below.
Title of Security
CUSIP/ISIN
Initial Principal
Amount
U.S. Treasury Reference
Security
Reference Yield
Fixed Spread
Repurchase Yield
Total
Consideration (1)
2.700% Senior Notes due 2023
91913YAX8 / US91913YAX85
$850,000,000
0.25% UST due 4/15/2023
0.420%
+40 bps
0.820%
$1,025.65
____________________
(1) Per $1,000 principal amount.
Upon consummation of the Any and All Tender Offer, Valero will
pay the Total Consideration (as shown in the table above) for each
$1,000 principal amount of Any and All Notes validly tendered and
accepted for payment, plus accrued and unpaid interest up to, but
not including, November 30, 2021, the expected settlement date for
the Any and All Tender Offer. The Total Consideration was
calculated in the manner described in the Offer to Purchase by
reference to the fixed spread specified in the table above plus the
yield to maturity based on the bid-side price of the U.S. Treasury
Reference Security specified in the table above at 2:00 p.m., New
York City time, on November 24, 2021.
To receive the Total Consideration, holders of Any and All Notes
must validly tender and not validly withdraw their Any and All
Notes or timely comply with the guaranteed delivery procedures set
forth in the Offer to Purchase prior to the expiration of the Any
and All Tender Offer. Any and All Notes tendered may be withdrawn
at any time prior to the expiration of the Any and All Tender Offer
by following the procedures described in the Offer to Purchase.
Holders of Any and All Notes are urged to read carefully the Offer
to Purchase before making any decision with respect to the Any and
All Tender Offer.
Valero’s obligation to accept for payment and to pay for the Any
and All Notes validly tendered in the Any and All Tender Offer is
subject to the satisfaction or waiver of a number of conditions
described in the Offer to Purchase, including a financing
condition. The Any and All Tender Offer may be terminated or
withdrawn in whole, subject to applicable law. Valero reserves the
right, subject to applicable law, to (1) waive any and all
conditions to the Any and All Tender Offer, (2) extend or terminate
the Any and All Tender Offer, or (3) otherwise amend the Any and
All Tender Offer in any respect.
Valero has retained J.P. Morgan Securities LLC and Citigroup
Global Markets Inc. as Lead Dealer Managers, BofA Securities, Inc.,
Mizuho Securities USA LLC and MUFG Securities Americas Inc. as
Co-Dealer Managers (collectively, the “Dealer Managers”) for the
Any and All Tender Offer. Valero has retained D.F. King & Co.,
Inc. as the tender and information agent for the Any and All Tender
Offer. For additional information regarding the terms of the Any
and All Tender Offer, 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 an offer to sell, a solicitation to buy or an offer to
purchase or sell any securities. The Any and All Tender Offer is
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
trustee with respect to the Any and All Notes, 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 Any and All Tender Offer.
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 the
expiration date, withdrawal deadline and settlement date for the
Any and All Tender Offer. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211124006226/en/
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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