Valero Energy Corporation (NYSE: VLO, “Valero”) announced today
the early tender results of its previously announced cash tender
offer (the “Maximum Tender Offer”) and that it has (1) eliminated
the Series Tender Cap (as defined in the Offer to Purchase dated
November 18, 2021 (the “Offer to Purchase”)) for the 2024 Notes (as
defined below) and (2) increased the maximum aggregate purchase
price for the Maximum Tender Offer from up to a maximum aggregate
purchase price of $1,000,000,000 to up to a maximum aggregate
purchase price sufficient to purchase all of the 2039 Notes (as
defined below) validly tendered and not validly withdrawn at or
prior to the Early Tender Date (as defined below) (such increased
maximum aggregate purchase price, the “Maximum Aggregate Purchase
Price”) of its outstanding 1.200% Senior Notes due 2024 (the “2024
Notes”), its outstanding 3.650% Senior Notes due 2025 (the “3.650%
2025 Notes”), its outstanding 2.850% Senior Notes due 2025 (the
“2.850% 2025 Notes”), its outstanding 10.500% Senior Notes due 2039
(the “2039 Notes”), its outstanding 8.750% Senior Notes due 2030
(the “2030 Notes”), its outstanding 7.500% Senior Notes due 2032
(the “2032 Notes”) and its outstanding 6.625% Senior Notes due 2037
(the “2037 Notes”) and the outstanding 4.375% Senior Notes due 2026
issued by Valero Energy Partners LP and guaranteed by Valero (the
“2026 Notes” and, together with the 2024 Notes, the 3.650% 2025
Notes, the 2.850% 2025 Notes, the 2039 Notes, the 2030 Notes, the
2032 Notes and the 2037 Notes, the “Maximum Tender Offer Notes”).
The terms and conditions of the Maximum Tender Offer are described
in the Offer to Purchase.
The following table sets forth certain information regarding the
Maximum Tender Offer Notes and the Maximum Tender Offer, including
the aggregate principal amount of each of the 2024 Notes, 3.650%
2025 Notes, 2026 Notes, 2.850% 2025 Notes and 2039 Notes that was
validly tendered and not validly withdrawn at or prior to 5:00
p.m., New York City time, on December 2, 2021 (the “Early Tender
Date”), as reported by D.F. King & Co., Inc., the tender and
information agent for the Maximum Tender Offer.
Title of Security
CUSIP/ISIN
Initial Principal
Amount
Acceptance Priority
Level
Aggregate Principal Amount
Tendered as of the Early Tender Date
Aggregate Principal Amount
Expected to be Accepted
1.200% Senior Notes due 2024
91913YBA7 / US91913YBA73
$925,000,000
1
$755,876,000
$755,876,000
3.650% Senior Notes due 2025
91913YAS9 / US91913YAS90
$600,000,000
2
$275,741,000
$275,741,000
4.375% Senior Notes due 2026
91914JAA0 / US91914JAA07
$500,000,000
3
$256,270,000
$124,259,000
2.850% Senior Notes due 2025
91913YAY6 / US91913YAY68
$1,050,000,000
4
$722,105,000
$0
10.500% Senior Notes due 2039
91913YAP5 / US91913YAP51
$250,000,000
5
$137,013,000
$137,013,000
The applicable total consideration for the Maximum Tender Offer
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date and accepted for purchase will be determined in
the manner described in the Offer to Purchase at 10:00 a.m., New
York City time, on December 3, 2021, unless extended or earlier
terminated.
Because the aggregate principal amount of Maximum Tender Offer
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date has an aggregate purchase price that exceeds the
Maximum Aggregate Purchase Price, Valero does not expect to accept
for purchase all Maximum Tender Offer Notes that have been validly
tendered and not validly withdrawn at or prior to the Early Tender
Date. Rather, subject to the Maximum Aggregate Purchase Price, the
Series Tender Cap applicable to the 3.650% 2025 Notes, 2026 Notes
and 2.850% 2025 Notes, and the acceptance priority levels set forth
in the table above, in each case as further described in the Offer
to Purchase, Valero will accept for purchase 2024 Notes, 3.650%
2025 Notes, 2026 Notes and 2039 Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date and does not
expect to accept for purchase any 2030 Notes, 2032 Notes, 2.850%
2025 Notes or 2037 Notes. As a result, a holder who validly tenders
and does not validly withdraw Maximum Tender Offer Notes pursuant
to the Maximum Tender Offer may have all or a portion of its
Maximum Tender Offer Notes returned to it.
Holders of Maximum Tender Offer Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date, if accepted
for purchase, will be eligible to receive the total consideration,
which includes an Early Tender Payment of $30 per $1,000 principal
amount of Maximum Tender Offer Notes validly tendered and not
validly withdrawn by such holders and accepted for purchase by
Valero. Payments for Maximum Tender Offer Notes accepted for
purchase will include accrued and unpaid interest from the last
interest payment date applicable to the relevant series of Maximum
Tender Offer Notes up to, but not including, the settlement date
for the Maximum Tender Offer Notes that are validly tendered and
not validly withdrawn at or prior to the Early Tender Date and
accepted for purchase by Valero (the “Maximum Tender Early
Settlement Date”). It is anticipated that the Maximum Tender Early
Settlement Date will be December 6, 2021.
The Maximum Tender Offer will expire at midnight, New York City
time, at the end of December 16, 2021 (the “Maximum Tender
Expiration Date”), unless extended or earlier terminated. Because
the Maximum Tender Offer has been fully subscribed as of the Early
Tender Date, holders who tender Maximum Tender Offer Notes after
the Early Tender Date will not have any of their Maximum Tender
Offer Notes accepted for purchase, unless Valero elects to increase
or eliminate the Maximum Aggregate Purchase Price. Any Maximum
Tender Offer Notes tendered after the Early Tender Date, together
with any Maximum Tender Offer Notes tendered at or prior to the
Early Tender Date but not accepted for purchase by Valero, will be
returned to the holders thereof as described in the Offer to
Purchase, unless Valero elects to increase or eliminate the Maximum
Aggregate Purchase Price.
The withdrawal deadline for the Maximum Tender Offer was 5:00
p.m., New York City time, on December 2, 2021 and has not been
extended. Accordingly, previously tendered Maximum Tender Offer
Notes and Maximum Tender Offer Notes tendered after such withdrawal
deadline may not be withdrawn, subject to applicable law.
Valero’s obligation to accept for payment and to pay for the
Maximum Tender Offer Notes validly tendered and not validly
withdrawn in the Maximum Tender Offer is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase. The Maximum Tender Offer may be terminated or
withdrawn in whole or terminated or withdrawn with respect to any
series of Maximum Tender Offer Notes, subject to applicable law.
Valero reserves the right, subject to applicable law, to: (1) waive
any and all conditions to the Maximum Tender Offer, (2) extend or
terminate the Maximum Tender Offer, (3) increase, decrease or
eliminate the Maximum Aggregate Purchase Price and/or any Series
Tender Cap or (4) otherwise amend the Maximum Tender Offer in any
respect.
Valero has retained J.P. Morgan Securities LLC and Citigroup
Global Markets Inc., as Lead Dealer Managers, and BofA Securities,
Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc.,
as Co-Dealer Managers (collectively, the “Dealer Managers”), for
the Maximum Tender Offer. Valero has retained D.F. King & Co.,
Inc., as the tender and information agent, for the Maximum Tender
Offer. For additional information regarding the terms of the
Maximum 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 Maximum 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 pricing of the Maximum Tender Offer, the expiration date
for the Maximum Tender Offer, the settlement date and the expected
Maximum Aggregate Purchase Price. 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/20211203005270/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
Valero Energy (NYSE:VLO)
Historical Stock Chart
From Jul 2024 to Aug 2024
Valero Energy (NYSE:VLO)
Historical Stock Chart
From Aug 2023 to Aug 2024