Item 1.01
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Entry into a Material Definitive Agreement.
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On September 16, 2016, Valero Energy
Partners LP (the Partnership) entered into an Equity Distribution Agreement (the Equity Distribution Agreement) by and among the Partnership and Valero Energy Partners GP LLC (the General Partner), on the one
hand, and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC
and Wells Fargo Securities, LLC (each, a Manager and collectively, the Managers), on the other hand. Pursuant to the terms of the Equity Distribution Agreement, the Partnership may sell from time to time through the Managers,
as the Partnerships sales agents, the Partnerships common units (Common Units) having an aggregate offering price of up to $350,000,000. The sales, if any, of the Common Units under the Equity Distribution Agreement will be
made by means of ordinary brokers transactions through the facilities of the NYSE, any other national securities exchange or facility thereof, a trading facility of a national securities association or an alternate trading system, to or
through a market maker or directly on or through an electronic communication network, a dark pool or any similar market venue, at market prices, in block transactions, or as otherwise as agreed upon by one or more of the sales agents and
the Partnership.
Under the terms of the Equity Distribution Agreement, the Partnership may also sell Common Units to one or more of the
Managers as principal for such Managers own account at a price agreed upon at the time of sale. If the Partnership sells Common Units to one or more of the Managers as principal, the Partnership will enter into a separate agreement with such
Manager and the Partnership will describe such agreement in a separate prospectus supplement or pricing supplement.
The offering has been
registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to the Partnerships shelf registration statement on Form S-3 (Registration No. 333-213305), as supplemented by the Prospectus Supplement
dated September 16, 2016 relating to the sale of the Common Units (the Prospectus Supplement).
The Equity Distribution
Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Partnership and the Managers have agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act. The Partnership expects to use the net proceeds from any sale of the Common Units for general partnership purposes, which may include, among other things, repaying all or a portion of the Partnerships
indebtedness outstanding at the time and funding working capital, capital expenditures or acquisitions.
As more fully described under the
caption Plan of Distribution in the Prospectus Supplement, from time to time, the Managers and their affiliates have provided, directly or indirectly, investment and commercial banking or financial advisory services to the Partnership
and its affiliates, for which they have received customary fees and commissions, and they expect to provide these services to the Partnership and its affiliates in the future, for which they expect to receive customary fees and commissions.
The Equity Distribution Agreement and the above descriptions have been included to provide investors and security holders with information
regarding the terms of the Equity Distribution Agreement. They are not intended to provide any other factual information about the Partnership, the General Partner, or their respective subsidiaries, affiliates, businesses or equity holders.
The representations, warranties and covenants contained in the Equity Distribution Agreement were made only for purposes of that agreement and
as of specific dates; were solely for the benefit of the parties to the Equity Distribution Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party
to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties are subject to more recent developments. Accordingly, investors
should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of affairs of the Partnership, General Partner, or their respective subsidiaries, affiliates, businesses or
equity holders as of the date they were made or at any other time.
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The foregoing description and the description contained in the Prospectus Supplement are not
complete and are qualified in their entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Legal opinions relating to the Common Units are included as Exhibits 5.1 and 8.1 to this Current Report.