UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Valero Energy
Partners LP
(Name of Issuer)
Common units representing limited partnership interests
(Title of Class of Securities)
91914J102
(CUSIP Number)
Jay D. Browning
One Valero Way
San
Antonio, TX 78249
Telephone: (210) 345-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 1, 2015
(Date of
Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d1(e), 240.13d1(f) or 240.13d1(g), check the
following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
|
|
|
|
|
|
|
1 |
|
Names of
reporting persons Valero Energy Corporation |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) x (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
42,238,087 Common Units* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
42,238,087 Common Units* |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
42,238,087 Common Units* |
12 |
|
Check box if the aggregate amount in
row (11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 Approximately 71.0%** |
14 |
|
Type of reporting person (see
instructions) CO |
* |
Includes both 13,448,089 Common Units and 28,789,989 Subordinated Units, which may be converted into Common Units on a one-for-one basis upon the termination of the subordination period under certain circumstances as
set forth in the First Amended and Restated Agreement of Limited Partnership, which is incorporated herein by reference to Exhibit 3.1 to the Partnerships Current Report on Form 8-K filed with the SEC on December 20, 2013. |
** |
Based on the number of Common Units (30,707,740) and Subordinated Units (28,789,989) issued and outstanding as of March 1, 2015, as reported to the Reporting Persons by the Partnership. |
|
|
|
|
|
|
|
1 |
|
Names of
reporting persons Valero Terminaling and Distribution Company |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) x (b) ¨ |
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with: |
|
7 |
|
Sole voting power
42,238,087 Common Units* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
42,238,087 Common Units* |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
42,238,087 Common Units* |
12 |
|
Check box if the aggregate amount in
row (11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row 11 Approximately 71.0%** |
14 |
|
Type of reporting person (see
instructions) CO |
* |
Includes both 13,448,089 Common Units and 28,789,989 Subordinated Units, which may be converted into Common Units on a one-for-one basis upon the termination of the subordination period under certain circumstances as
set forth in the First Amended and Restated Agreement of Limited Partnership, which is incorporated herein by reference to Exhibit 3.1 to the Partnerships Current Report on Form 8-K filed with the SEC on December 20, 2013. |
** |
Based on the number of Common Units (30,707,740) and Subordinated Units (28,789,989) issued and outstanding as of March 1, 2015, as reported to the Reporting Persons by the Partnership. |
Explanatory Note
This Amendment No. 1 to Schedule 13D amends the statement on Schedule 13D filed by Valero Energy Corporation, (ii) Premcor USA Inc.,
(iii) Valero Refining and Marketing Company, (iv) Valero Terminaling and Distribution Company, (v) The Premcor Pipeline Co., (vi) The Premcor Refining Group Inc. and (vii) Valero Refining Company-Tennessee, L.L.C. on
December 20, 2013 (the Initial Statement). The Initial Statement shall not be modified except as specifically provided herein.
Item 1. |
Security and Issuer |
No changes to this Item.
Item 2. |
Identity and Background |
Subparagraph (a) of this Item is amended and restated as
follows:
(a) This Schedule 13D is jointly filed pursuant to a Joint Filing Statement attached hereto as Exhibit F by and among Valero
Energy Corporation (Valero) and Valero Terminaling and Distribution Company (VTDC and, together with Valero, the Reporting Persons).
Subparagraph (c) of this Items is hereby amended and restated as follows:
(c) The principal business of the Reporting Persons is the ownership and operation, directly or indirectly, of refineries and other assets
supporting refining operations, and the investment in interests in the Partnership.
Valero is a publicly traded Delaware corporation. The
name and present principal occupation of each director and executive officer of Valero (the Valero Covered Individuals) are set forth on Exhibit A to this Schedule 13D, which is incorporated herein by reference. Valero is, directly or
indirectly, the sole member or stockholder of each of the other Reporting Persons.
VTDC is a Delaware corporation and wholly owned
subsidiary of VRMC. The name and present principal occupation of each director and executive officer of VTDC (the VTDC Covered Individuals) are set forth on Exhibit A to this Schedule 13D, which is incorporated herein by reference. VTDC
is the sole member of Valero Energy Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner).
The Valero Covered Individuals and the VTDC Covered Individuals are collectively referred to as the Covered Individuals.
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to add
the following paragraph:
On March 1, 2015, the Partnership, the General Partner, VTDC and Valero Refining Company-New Orleans, LLC,
a wholly owned subsidiary of VTDC (VRNO), entered into a
4
Contribution Agreement (the March 2015 Contribution Agreement) pursuant to which VTDC, VRNO and the General Partner contributed interests in certain subsidiaries of Valero to the
Partnership in exchange for a cash distribution of $571.2 million to VTDC and the issuance of 1,908,100 Common Units to VTDC and VRNO, collectively, and 38,941 General Partner Units to the General Partner.
Item 4. |
Purpose of Transaction. |
No changes to this Item.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its
entirety as follows:
(a)
(1) Valero does not directly own any Common Units or Subordinated Units; however, as the indirect sole stockholder of VTDC, it may be deemed
to beneficially own (x) 13,448,089 Common Units held of record by VTDC, which represents approximately 43.8% of the outstanding Common Units and (y) 28,789,989 Subordinated Units held of record by VTDC, which represents all of the
outstanding Subordinated Units.
(2) VTDC is the record and beneficial owner of (x) 13,448,089 Common Units held of record by VTDC,
which represents approximately 43.8% of the outstanding Common Units and (y) 28,789,989 Subordinated Units held of record by VTDC, which represents all of the outstanding Subordinated Units.
(3) In addition, certain of the Covered Individuals beneficially own the number and percentage of Common Units set forth in the following
table:
|
|
|
|
|
|
|
|
|
Name |
|
Common Units Beneficially Owned |
|
|
Percentage of Class Beneficially Owned |
|
Joseph W. Gorder |
|
|
50,000 |
|
|
|
|
* |
Jay D. Browning |
|
|
5,500 |
|
|
|
|
* |
Michael S. Ciskowski |
|
|
50,000 |
|
|
|
|
* |
R. Michael Crownover |
|
|
17,700 |
|
|
|
|
* |
R. Lane Riggs |
|
|
5,500 |
|
|
|
|
* |
* |
Less than 1% of the class beneficially owned. |
The percentages set forth in this
Item 4(a) are based on the number of Common Units (30,707,740) and Subordinated Units (28,789,989) issued and outstanding as of March 1, 2015, as reported to the Reporting Persons by the Partnership.
(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference. To the Reporting
Persons knowledge, each of the Covered Individuals listed in the table in Item 5(a) has sole voting power and dispositive power with respect to all of the Common Units reported for him or her in the table in Item 5(a).
5
(c) Except as described in Item 3 above or elsewhere in this Schedule 13D, none of the
Reporting Persons or, to the Reporting Persons knowledge, the Covered Individuals, has effected any transactions in the Common Units during the past 60 days.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units
reported by such persons on the cover page of this Schedule 13D and in this Item 5. Except for the foregoing and the cash distributions described in Item 6 below, no other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons knowledge, the Covered Individuals.
(e) Prior to Amendment No. 1, the Schedule 13D was filed jointly by the Reporting Persons and the following direct and indirect wholly
owned subsidiaries of Valero: (i) Premcor USA Inc. (Premcor USA), (ii) Valero Refining and Marketing Company (VRMC), (iii) The Premcor Pipeline Co. (Premcor Pipeline), (iv) The Premcor Refining
Group Inc. (Premcor Refining) and (vii) Valero Refining Company-Tennessee, L.L.C. (VRCT and, together with Premcor USA, VRMC, Premcor Pipeline and Premcor Pipeline, the Prior Reporting Persons).
On March 1, 2015, certain wholly owned subsidiaries of Valero, including the Prior Reporting Persons and VRNO, effected an internal
reorganization pursuant to which all of the outstanding Common Units and Subordinated Units beneficially owned by Valero were consolidated, with VTDC becoming the sole record holder of all Common Units and Subordinated Units beneficially owned by
Valero and VTDCs common stock being held by Premcor Pipeline, Premcor Refining, VRT and VRMC (collectively, the VTDC Owners). Each VTDC Owner owns a minority interest in VTDC and is a direct or indirect wholly owned subsidiary of
Valero. As a result, the Joint Filing Statement between the Reporting Persons and the Prior Reporting Persons has been terminated and the Prior Reporting Persons are no long reporting persons under the Schedule 13D.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
No changes to this Item.
Item 7. |
Material to Be Filed as Exhibits. |
Item 7 is hereby amended to replace Exhibit A
and add Exhibits G and H as follows:
|
|
|
Exhibit A |
|
Directors, Managers and Executive Officers of Valero and VTDC (filed herewith). |
|
|
Exhibit G |
|
Contribution Agreement, dated March 1, 2015, by and among the Partnership, the General Partner, VTDC and VRNO (incorporated by reference to Exhibit 10.1 to the Partnerships Current Report on Form 8-K filed with the SEC on
March 5, 2015). |
|
|
Exhibit H |
|
Joint Filing Statement (filed herewith). |
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: March 18, 2015
|
|
|
|
|
|
|
|
|
VALERO ENERGY CORPORATION |
|
|
|
VALERO TERMINALING AND DISTRIBUTION COMPANY |
|
|
|
|
|
By: |
|
/s/ Jay D. Browning |
|
|
|
By: |
|
/s/ J. Stephen Gilbert |
Name: |
|
Jay D. Browning |
|
|
|
Name: |
|
J. Stephen Gilbert |
Title: |
|
Executive Vice President and General Counsel |
|
|
|
Title: |
|
Senior Vice President and Secretary |
7
EXHIBIT A
Directors and Executive Officers of Valero Energy Corporation
|
|
|
|
|
Name |
|
Principal Occupation |
|
Citizenship |
|
|
|
Joseph W. Gorder |
|
Chairman of the Board, President
and Chief Executive Officer |
|
United States |
|
|
|
Jerry D. Choate |
|
Director |
|
United States |
|
|
|
Deborah P. Majoras |
|
Director |
|
United States |
|
|
|
Donald L. Nickles |
|
Director |
|
United States |
|
|
|
Philip J. Pfeifer |
|
Director |
|
United States |
|
|
|
Robert A. Profusek |
|
Director |
|
United States |
|
|
|
Susan Kaufman Purcell |
|
Director |
|
United States |
|
|
|
Stephen M. Waters |
|
Director |
|
United States |
|
|
|
Randall J. Weisenburger |
|
Director |
|
United States |
|
|
|
Rayford Wilkins Jr. |
|
Director |
|
United States |
|
|
|
Jay D. Browning |
|
Executive Vice President and
General Counsel |
|
United States |
|
|
|
Michael S. Ciskowski |
|
Executive Vice President and Chief
Financial Officer |
|
United States |
|
|
|
Mike Crownover |
|
Executive Vice President and Chief
Administrative Officer |
|
United States |
|
|
|
R. Lane Riggs |
|
Executive Vice President-Refining
Operations and Engineering |
|
United States |
Directors and Executive Officers of Valero Terminaling and Distribution Company
|
|
|
|
|
Name |
|
Principal Occupation |
|
Citizenship |
|
|
|
Joseph W. Gorder |
|
Chief Executive Officer, President
and Director |
|
United States |
|
|
|
Jay D. Browning |
|
Executive Vice President and General
Counsel |
|
United States |
|
|
|
Michael S. Ciskowski |
|
Executive Vice President and Chief
Financial Officer |
|
United States |
|
|
|
R. Michael Crownover |
|
Executive Vice President |
|
United States |
|
|
|
R. Lane Riggs |
|
Executive Vice President |
|
United States |
EXHIBIT H
Joint Filing Statement
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future
amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
Dated: March 1, 2015
|
|
|
|
|
|
|
|
|
VALERO ENERGY CORPORATION |
|
|
|
VALERO TERMINALING AND DISTRIBUTION COMPANY |
|
|
|
|
|
By: |
|
/s/ Jay D. Browning |
|
|
|
By: |
|
/s/ J. Stephen Gilbert |
Name: |
|
Jay D. Browning |
|
|
|
Name: |
|
J. Stephen Gilbert |
Title: |
|
Executive Vice President and General Counsel |
|
|
|
Title: |
|
Senior Vice President and Secretary |
VALERO ENERGY PARTNERS LP (NYSE:VLP)
Historical Stock Chart
From Jun 2024 to Jul 2024
VALERO ENERGY PARTNERS LP (NYSE:VLP)
Historical Stock Chart
From Jul 2023 to Jul 2024