Current Report Filing (8-k)
December 09 2016 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 9, 2016
Valero Energy Partners LP
(Exact name of registrant as specified in its charter)
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Delaware
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1-36232
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90-1006559
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Valero Way
San Antonio, Texas
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78249
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (210) 345-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (
see
General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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Senior Notes Offering
On December 9, 2016, Valero Energy Partners LP (the Partnership) completed the public offering of $500,000,000 aggregate
principal amount of its 4.375% Senior Notes due 2026 (the Notes). The Notes were issued pursuant to an Indenture (the Indenture) dated November 30, 2016 by and between the Partnership and U.S. Bank National Association,
as trustee.
The offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement
on Form S-3 (Registration No. 333-208052), as amended, of the Partnership, and was made pursuant to the prospectus dated November 30, 2016, as supplemented by the prospectus supplement dated December 2, 2016 (collectively, the
Prospectus).
Subordination Agreement
On December 9, 2016, the Partnership and Valero Energy Corporation (VLO) entered into a Subordination Agreement (the
Subordination Agreement) pursuant to which the Partnerships obligations under the Amended and Restated Subordinated Credit Agreements, each dated as of November 12, 2015, by and between the Partnership and VLO were
subordinated to the Partnerships obligations created pursuant to the Indenture.
The descriptions of the Notes and the Indenture are
set forth in the Prospectus, and are incorporated herein by reference. The Indenture, the terms of Notes, the form of Notes and the Subordination Agreement have been filed or incorporated by reference as Exhibits 4.1, 4.2, 4.3 and 10.1 hereto.
Item 9.01
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Financial Statements and Exhibits.
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4.1
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Indenture dated November 30, 2016 by and between the Partnership and U.S. Bank National Association, as trustee - incorporated by reference to Exhibit 4.1 to the Partnerships Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Registration No. 333-208052) filed November 30, 2016.
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4.2
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Terms of the 4.375% Senior Notes due 2026.
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4.3
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Form of Notes (included in Exhibit 4.2 above).
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10.1
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Subordination Agreement dated December 9, 2016 by and between the Partnership and VLO.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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VALERO ENERGY PARTNERS LP
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By:
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Valero Energy Partners GP LLC,
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its general partner
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By:
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/s/ J. Stephen Gilbert
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J. Stephen Gilbert
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Vice President and Secretary
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Date: December 9, 2016
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