Valero Energy Corporation (NYSE: VLO, “Valero”) announced today
that 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”) (CUSIP No. 91913YAX8)
expired at 5:00 p.m., New York City time, on November 24, 2021.
According to information provided by D.F. King & Co., Inc., the
tender and information agent for the Any and All Tender Offer,
$594,520,000 aggregate principal amount of the Any and All Notes
were validly tendered and not validly withdrawn prior to or at the
expiration of the Any and All Tender Offer. This amount excludes
$202,000 aggregate principal amount of the Any and All Notes
tendered pursuant to the guaranteed delivery procedures described
in the Offer to Purchase, dated November 18, 2021 (the “Offer to
Purchase”), and the related notice of guaranteed delivery provided
in connection with the Any and All Tender Offer, which remain
subject to the holders’ performance of the delivery requirements
under such procedures. The obligation of Valero to accept any of
the Any and All Notes tendered and to pay the consideration for
such Any and All Notes is subject to satisfaction or waiver of
certain conditions and other terms set forth in the Offer to
Purchase, including a financing condition. If the conditions are
satisfied or waived, Valero expects to pay for such Any and All
Notes on November 30, 2021 (the “Any and All Settlement Date”).
Holders of Any and All Notes that validly tendered and did not
validly withdraw their Any and All Notes prior to the expiration of
the Any and All Tender Offer are expected to receive total
consideration of $1,025.65 for each $1,000 principal amount of the
Any and All Notes tendered and accepted for payment, in each case
plus accrued and unpaid interest up to but not including the Any
and All Settlement Date.
Valero intends to fund the purchase of the Any and All Notes
with a portion of the proceeds from its previously announced
offering of Senior Notes, which is expected to close on November
29, 2021, and cash on hand.
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.
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 settlement and total consideration. 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/20211126005433/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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