Valero Energy Corporation (NYSE: VLO, “Valero”) announced today
the pricing terms of its previously announced cash tender offers
(the “Tender Offers”) to purchase 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
3.400% Senior Notes due 2026 (the “3.400% 2026 Notes”), the
outstanding 4.375% Senior Notes due 2026 issued by Valero Energy
Partners LP and guaranteed by Valero (the “4.375% 2026 Notes”), its
outstanding 4.000% Senior Notes due 2029 (the “4.000% 2029 Notes”),
its outstanding 4.350% Senior Notes due 2028 (the “4.350% 2028
Notes”), the outstanding 4.500% Senior Notes due 2028 issued by
Valero Energy Partners LP and guaranteed by Valero (the “4.500%
2028 Notes”), its outstanding 2.150% Senior Notes due 2027 (the
“2.150% 2027 Notes”), its outstanding 6.625% Senior Notes due 2037
(the “6.625% 2037 Notes”), its outstanding 4.900% Senior Notes due
2045 (the “4.900% 2045 Notes”) and its outstanding 7.500% Senior
Notes due 2032 (the “7.500% 2032 Notes” and, collectively with the
3.650% 2025 Notes, the 2.850% 2025 Notes, the 3.400% 2026 Notes,
the 4.375% 2026 Notes, the 4.000% 2029 Notes, the 4.350% 2028
Notes, the 4.500% 2028 Notes, the 2.150% 2027 Notes, the 6.625%
2037 Notes and the 4.900% 2045 Notes, the “Notes”) for up to an
increased maximum aggregate principal amount of $1,250,000,000
(such increased maximum aggregate principal amount, the “Maximum
Aggregate Principal Amount”). The terms and conditions of the
Tender Offers are described in the Offer to Purchase, dated August
26, 2022 (the “Offer to Purchase”).
The following table lists the Tender Offers that had been
validly tendered and not validly withdrawn at or prior to 5:00
p.m., New York City time, on September 9, 2022 (the “Early Tender
Date”), as reported by D.F. King & Co., Inc., the tender and
information agent. 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
Notes accepted for purchase are detailed in the table below.
Title of Security
CUSIP / ISIN
Initial Principal Amount
Outstanding
Acceptance Priority
Level
U.S. Treasury Reference
Security
Reference Yield
Fixed Spread
Repurchase Yield
Early Tender Payment
(1)(2)
Total
Consideration (1)(2)
3.650% Senior Notes due 2025
91913YAS9 / US91913YAS90
$252,075,000
1
3.125% UST due 8/15/2025
3.562%
+55 bps
4.112%
$30
$989.10
2.850% Senior Notes due 2025
91913YAY6 / US91913YAY68
$542,869,000
2
3.125% UST due 8/15/2025
3.562%
+55 bps
4.112%
$30
$969.28
3.400% Senior Notes due 2026
91913YAU4 / US91913YAU47
$597,411,000
3
3.125% UST due 8/31/2027
3.392%
+70 bps
4.092%
$30
$974.67
4.375% Senior Notes due
2026(3)
91914JAA0 / US91914JAA07
$207,672,000
4
3.125% UST due 8/31/2027
3.392%
+90 bps
4.292%
$30
$1,003.02
4.000% Senior Notes due 2029
91913YAW0 / US91913YAW03
$1,000,000,000
5
2.750% UST due 8/15/2032
3.285%
+140 bps
4.685%
$30
$961.72
4.350% Senior Notes due 2028
91913YAV2 / US91913YAV20
$750,000,000
6
3.125% UST due 8/31/2027
3.392%
+110 bps
4.492%
$30
$992.85
____________
(1)
Per $1,000 principal amount.
(2)
The Total Consideration for each series of
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 Notes.
(3)
Issued by Valero Energy Partners LP and
guaranteed by Valero.
Because the aggregate principal amount of Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Date has
an aggregate principal amount that exceeds the Maximum Aggregate
Principal Amount, Valero does not expect to accept for purchase all
Notes that have been validly tendered and not validly withdrawn at
or prior to the Early Tender Date. Rather, subject to the Maximum
Aggregate Principal Amount, the Series Tender Caps (as defined in
the Offer to Purchase) applicable to the 6.625% 2037 Notes and
7.500% 2032 Notes, respectively, 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 the 3.650%
2025 Notes, the 2.850% 2025 Notes, the 3.400% 2026 Notes, the
4.375% 2026 Notes, the 4.000% 2029 Notes and the 4.350% 2028 Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Date and does not expect to accept for purchase any 4.500%
2028 Notes, 2.150% 2027 Notes, 6.625% 2037 Notes, 4.900% 2045 Notes
and 7.500% 2032 Notes. Valero expects to accept for purchase the
4.350% 2028 Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Date with a proration factor of
approximately 31.7%. As a result, a holder who validly tenders and
does not validly withdraw Notes pursuant to the Tender Offers may
have all or a portion of its Notes returned to it.
On the Early Settlement Date (as defined below), Valero will pay
the Total Consideration (as shown in the table above) for each
$1,000 principal amount of each of the 3.650% 2025 Notes, the
2.850% 2025 Notes, the 3.400% 2026 Notes, the 4.375% 2026 Notes,
the 4.000% 2029 Notes and the 4.350% 2028 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 September 12, 2022. The
Total Consideration also includes the Early Tender Payment (as
shown in the table above) for each $1,000 principal amount of each
of the 3.650% 2025 Notes, the 2.850% 2025 Notes, the 3.400% 2026
Notes, the 4.375% 2026 Notes, the 4.000% 2029 Notes and the 4.350%
2028 Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Date and accepted for purchase. Payments for
the 3.650% 2025 Notes, the 2.850% 2025 Notes, the 3.400% 2026
Notes, the 4.375% 2026 Notes, the 4.000% 2029 Notes and the 4.350%
2028 Notes accepted for purchase will include accrued and unpaid
interest from the last interest payment date applicable to the
relevant series of Notes up to, but excluding, the settlement date
for Notes that are validly tendered and not validly withdrawn at or
prior to the Early Tender Date and accepted for purchase (the
“Early Settlement Date”). It is anticipated that the Early
Settlement Date will be September 13, 2022, the second business day
after the Early Tender Date.
The Tender Offers will expire at midnight, New York City time,
at the end of September 23, 2022, unless extended or earlier
terminated. Because the Tender Offers have been fully subscribed as
of the Early Tender Date, holders who tender Notes after the Early
Tender Date will not have any of their Notes accepted for purchase,
unless Valero elects to increase or eliminate the Maximum Aggregate
Principal Amount. Any Notes tendered after the Early Tender Date,
together with any 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
Principal Amount.
The withdrawal deadline for the Tender Offers was 5:00 p.m., New
York City time, on September 9, 2022 and has not been extended.
Accordingly, previously tendered Notes and 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
Notes validly tendered and not validly withdrawn in the Tender
Offers is subject to the satisfaction or waiver of a number of
conditions described in the Offer to Purchase. The Tender Offers
may be terminated or withdrawn in whole or terminated or withdrawn
with respect to any series of the Notes, 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 Principal Amount 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 BofA Securities, Inc., Citigroup Global
Markets Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC 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: BofA Securities, Inc. at (888) 292-0070 (toll free) or
(980) 387-3907 (collect); Citigroup Global Markets Inc. at (212)
723-6106 (collect) or (800) 558-3745 (toll free); J.P. Morgan
Securities LLC at (866) 834-4666 (toll free) or (212) 834-3554
(collect); or Wells Fargo Securities, LLC at (866) 309-6316 (toll
free) or (704) 410-4756 (collect). 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 to the Dealer Managers at their
respective telephone numbers.
This announcement is for information purposes only and does not
constitute a solicitation of an offer to sell or an offer to
purchase 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 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 Notes 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 other
similar expressions identify forward-looking statements.
Forward-looking statements in this press release include those
relating to the expiration date and settlement date for the Tender
Offers. 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 Russia-Ukraine conflict, the impact
of inflation on margins and costs, the COVID-19 pandemic, variants
of the COVID-19 virus, governmental and societal responses thereto,
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 petroleum-based and low-carbon liquid transportation
fuels and petrochemical products, and sells its products primarily
in the United States (“U.S.”), Canada, the United Kingdom (“U.K.”),
Ireland and Latin America. Valero owns 15 petroleum refineries
located in the U.S., Canada and the U.K. with a combined throughput
capacity of approximately 3.2 million barrels per day. Valero is a
joint venture member in Diamond Green Diesel Holdings LLC, which
owns a renewable diesel plant in Norco, Louisiana with a production
capacity of 700 million gallons per year, and Valero owns 12
ethanol plants located in the Mid-Continent region of the U.S. with
a combined production capacity of approximately 1.6 billion gallons
per year. Valero manages its operations through its Refining,
Renewable Diesel, and Ethanol segments. Please visit
www.investorvalero.com for more information.
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version on businesswire.com: https://www.businesswire.com/news/home/20220911005094/en/
Investors: Homer Bhullar, Vice President – Investor Relations
and Finance, 210-345-1982 Eric Herbort, Director – 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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