SUBJECT TO
COMPLETION, DATED SEPTEMBER 8, 2020
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated May 17, 2018)
$
Valero Energy Corporation
$ % Floating Rate Senior Notes due
$ % Senior Notes
due
$ 2.850% Senior Notes due 2025
$ % Senior Notes
due
This is an offering of $ aggregate
principal amount of our % Floating Rate Senior Notes due (the floating rate notes),
$ aggregate principal amount of our % Senior Notes due
(the notes),
$ aggregate principal amount of our 2.850% Senior Notes due 2025 (the 2025 notes) and
$ aggregate principal amount of our % Senior Notes due
(the notes and, collectively with the
floating rate notes, the notes and the 2025 notes, the notes). We refer to the
notes, the 2025 notes and the notes collectively as the
fixed rate notes.
The 2025 notes offered hereby will constitute an additional issuance of our 2.850% Senior Notes
due 2025, of which $650,000,000 aggregate principal amount was issued on April 16, 2020 (the existing 2025 notes). The 2025 notes offered hereby will form a single series with, and have the same terms as, the existing 2025 notes
(other than the initial offering price and the issue date). Upon settlement, the 2025 notes offered hereby will have the same CUSIP and ISIN numbers and will trade interchangeably with the existing 2025 notes. Immediately after giving effect to the
issuance of the additional 2025 notes offered hereby, we will have $ aggregate principal amount of 2.850% Senior Notes due 2025 outstanding.
The floating rate notes will mature on ,
, the notes will mature on
, , the 2025 notes will mature on April 15, 2025 and the
notes will mature on ,
. The floating rate notes will bear interest at a floating rate equal to three-month LIBOR (as defined herein) plus % per annum,
subject to the provisions set forth under Description of the NotesInterestFloating Rate Notes. Interest on the floating rate notes will be payable quarterly on
, ,
and of each year, commencing
, 2020. Interest on the notes and the
notes will be payable semi-annually on and
of each year, commencing , 2021.
Interest on the 2025 notes will be payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2020. We may redeem the fixed rate notes at any time prior to the maturity date, and we may also redeem the floating rate notes,
the 2025 notes and the notes at any time on or after the Applicable Par Call Date (as defined under Description of the NotesOptional
Redemption), in each case, in whole or in part from time to time and at the applicable redemption prices described in this prospectus supplement. We do not have the right to redeem the floating rate notes prior to the Applicable Par Call Date
in respect of such notes. The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing
in the notes involves risks. See Risk Factors on page S-4 of this prospectus supplement.
Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Price to
Public(1)
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Underwriting
Discount
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Proceeds
(before expenses)
to
Valero
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Per floating rate note
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%
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%
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%
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Total
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$
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$
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$
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Per note
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%
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%
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%
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Total
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$
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$
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Per 2025 note
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%
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%
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%
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Total
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$
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$
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Per note
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%
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%
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%
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Total
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$
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$
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(1)
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Plus (a) accrued interest, if any, from , 2020, if settlement occurs after that date
and (b) in the case of the 2025 notes, accrued interest from April 16, 2020, to, but excluding, the settlement date for the 2025 notes, totaling $ . Such accrued
interest must be paid by the purchasers of the 2025 notes, in connection with the settlement of this offering.
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The existing 2025 notes are not listed, and no series of the notes offered hereby will be listed, on any securities exchange. Currently,
there is no public market for the notes other than the existing 2025 notes.
It is expected that delivery of the notes will be
made to investors through the book-entry delivery system of The Depository Trust Company for the accounts of its participants, including Clearstream Banking S.A., and Euroclear Bank, SA/NV, as operator of the Euroclear System, on or about
, 2020.
Joint
Book-Running Managers
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J.P. Morgan
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Citigroup
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MUFG
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Scotiabank
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, 2020