Valero Energy Corporation (NYSE: VLO, “Valero”) announced today
the pricing terms of its previously announced cash tender offer
(the “Maximum Tender Offer”) for up to an increased maximum
aggregate purchase price which, after giving effect to the
elimination of 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), is 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withdrawn at or prior to the Early Tender Date (as defined below)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.
As of 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, the
aggregate principal amount of each of the 2024 Notes, 3.650% 2025
Notes, 2026 Notes and 2039 Notes listed in the table below had been
validly tendered and not validly withdrawn. The applicable
Reference Yield, Repurchase Yield, Early Tender Payment and Total
Consideration (each as defined more fully in the Offer to Purchase)
with respect to the 2024 Notes, 3.650% 2025 Notes, 2026 Notes and
2039 Notes accepted for purchase are detailed in the table
below.
Title of Security
CUSIP/ISIN
Initial Principal
Amount
Acceptance Priority
Level
U.S. Treasury Reference
Security
Reference Yield
Fixed Spread
Repurchase Yield
Aggregate Principal Amount
Tendered
Early Tender Payment
(1)(2)
Total Consideration
(1)(2)
Aggregate Principal Amount
Expected to be Accepted
1.200% Senior Notes due 2024
91913YBA7 / US91913YBA73
$925,000,000
1
0.75% UST due 11/15/2024
0.917%
+20 bps
1.117%
$755,876,000
$30
$1,001.86
$755,876,000
3.650% Senior Notes due 2025
91913YAS9 / US91913YAS90
$600,000,000
2
1.125% UST due 10/31/2026
1.219%
+10 bps
1.319%
$275,741,000
$30
$1,074.46
$275,741,000
4.375% Senior Notes due
2026(3)
91914JAA0 / US91914JAA07
$500,000,000
3
1.125% UST due 10/31/2026
1.219%
+55 bps
1.769%
$256,270,000
$30
$1,118.84
$124,259,000
10.500% Senior Notes due 2039
91913YAP5 / US91913YAP51
$250,000,000
5
2.00% UST due 11/15/2041
1.856%
+175 bps
3.606%
$137,013,000
$30
$1,880.56
$137,013,000
(1)
Per $1,000 principal amount.
(2)
The Total Consideration for each series of Maximum Tender Offer
Notes validly tendered prior to or at the Early Tender Date and
accepted for purchase is calculated using the applicable fixed
spread shown in the table above and is inclusive of the Early
Tender Payment for such series of Maximum Tender Offer Notes.
(3)
Issued by Valero Energy Partners LP and guaranteed by
Valero.
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 (as defined in the Offer to Purchase) 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 2.850% 2025 Notes, 2030 Notes, 2032 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.
On the Maximum Tender Early Settlement Date (as defined below),
Valero will pay the Total Consideration (as shown in the table
above for the 2024 Notes, 3.650% 2025 Notes, 2026 Notes and 2039
Notes) for each $1,000 principal amount of each of the 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
accepted for purchase. The Total Consideration was calculated in
the manner described in the Offer to Purchase by reference to the
applicable fixed spread specified in the 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 table
above at 10:00 a.m., New York City time, on December 3, 2021. The
Total Consideration also includes the Early Tender Payment (as
shown in the table above for the 2024 Notes, 3.650% 2025 Notes,
2026 Notes, and 2039 Notes) for each $1,000 principal amount of
each of the 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 accepted for purchase. Payments for the 2024
Notes, 3.650% 2025 Notes, 2026 Notes and 2039 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 excluding, the settlement date for
Maximum Tender Offer Notes that are validly tendered and not
validly withdrawn at or prior to or at the Early Tender Date and
accepted for purchase (the “Maximum Tender Early Settlement Date”).
It is anticipated that the Maximum Tender Early Settlement Date
will be December 6, 2021, the second business day after the Early
Tender Date.
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. None of Valero,
the tender and information agent, the Dealer Managers or the
applicable trustee with respect to the Maximum Tender Offer 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 Maximum Tender Offer Notes in response to the Maximum
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 and the settlement date for the Maximum 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/20211203005433/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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