Item 1.01.
Entry into a Material
Definitive Agreement.
In connection with the completion of the Merger, the Partnership, as issuer, VLO, as parent guarantor, and U.S. Bank National
Association, as trustee (the “Trustee”), entered into that certain First Supplemental Indenture, dated as of January 10, 2019 (the “First Supplemental Indenture”), to that certain Indenture, dated as of November 30, 2016 (the “Base Indenture”),
between the Partnership, as issuer, and the Trustee, as trustee. The Base Indenture, as supplemented by (i) the Officers’ Certificate, dated as of December 9, 2016, establishing the terms of $500,000,000 aggregate principal amount of the
Partnership’s 4.375% Senior Notes due 2026 (the “2026 Notes”), (ii) the Officers’ Certificate, dated as of March 29, 2018, establishing the terms of $500,000,000 aggregate principal amount of the Partnership’s 4.500% Senior Notes due 2028 (together
with the 2026 Notes, the “Senior Notes”) and (iii) the First Supplemental Indenture, is referred to herein as the “Indenture.”
The First Supplemental Indenture establishes VLO’s unconditional and irrevocable guarantee of the prompt payment, when due, of any
amount owed to the holders of the Senior Notes under the terms of the Senior Notes and the Indenture and any other amounts due pursuant to the Indenture. The foregoing description of the Base Indenture and the First Supplemental Indenture does not
purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, which is incorporated by reference to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated by reference into this Item 1.01,
and the First Supplemental Indenture, which is attached hereto as Exhibit 4.2 and is incorporated by reference into this Item 1.01.
Item 1.02.
Termination of a Material
Definitive Agreement.
Equity Distribution Agreement
On January 10, 2019, in connection with the completion of the Merger, the Partnership terminated the Equity Distribution Agreement,
dated as of September 16, 2016 (the “Equity Distribution Agreement”), by and among the Partnership and 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. The Equity
Distribution Agreement was terminable at will upon written notification by the Partnership with no penalty. Pursuant to the terms of the Equity Distribution Agreement, the Partnership was entitled to sell from time to time through the Managers, as
the Partnership’s sales agents, Common Units having an aggregate offering price of up to $350,000,000. As a result of the termination of the Equity Distribution Agreement, from and after the Effective Time, there will be no further sales of Common
Units thereunder.
Valero Energy Partners LP 2013 Incentive Compensation Plan
On January 10, 2019, in connection with the completion of the Merger, the Partnership terminated the Valero Energy Partners LP 2013
Incentive Compensation Plan (the “Partnership Incentive Compensation Plan”). Under the terms of the Merger Agreement, immediately prior to the Effective Time, the restricted units (“Restricted Units”) granted under the Partnership Incentive
Compensation Plan that were outstanding immediately prior to the Effective Time received immediate and full acceleration of vesting and the distribution equivalent rights (“DERs”) associated with such Restricted Units were cancelled and ceased to
exist. At the Effective Time, each vested Restricted Unit became entitled to receive the Merger Consideration. As a result of the termination of the Partnership Incentive Compensation Plan, from and after the Effective Time, no equity awards or
other rights with respect to the Common Units will be granted or be outstanding under the Partnership Incentive Compensation Plan.
Amended and Restated Credit Agreement
On January 10, 2019, the Partnership terminated the Amended and Restated Credit Agreement, dated as of November 12, 2015, among the
Partnership, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein, subject to survival of any provisions which by their terms survive the termination.