Valero Energy Corporation Announces Cash Tender Offers for Certain Outstanding Notes

SAN ANTONIO--(BUSINESS WIRE)--Valero Energy Corporation (NYSE: VLO, “Valero”) announced today that it has commenced tender offers (each individually, with respect to a series of notes, a “Tender Offer,” and collectively, the “Tender Offers”) to purchase for cash up to a maximum aggregate purchase price of $1,000,000,000 (such aggregate purchase price, the “Maximum Aggregate Purchase Price”) of its outstanding 3.650% Senior Notes due 2025, 2.850% Senior Notes due 2025, 3.400% Senior Notes due 2026, 2.150% Senior Notes due 2027 and 4.350% Senior Notes due 2028, and the 4.375% Senior Notes due 2026 and 4.500% Senior Notes due 2028 issued by Valero Energy Partners LP and guaranteed by Valero (such notes, collectively, the “Notes” or the “Securities”), subject to the acceptance priority levels and the Series Tender Cap (as defined below) noted in the table below.

Up to the Maximum Aggregate Purchase Price of $1,000,000,000^(a)
of the Outstanding Securities in the Priority Listed Below
Title of Security	CUSIP/ISIN	Principal Amount Outstanding	Acceptance Priority Level^(a)	Series Tender Cap^(a)	U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread	Early Tender Payment^(b)(c)
3.650% Senior Notes due 2025	91913YAS9 / US91913YAS90	$324,259,000	1	$500,000,000^(e)	1.125% UST due 1/15/2025	FIT1	+60 bps	$30
2.850% Senior Notes due 2025	91913YAY6 / US91913YAY68	$1,050,000,000	2		1.125% UST due 1/15/2025	FIT1	+60 bps	$30
4.375% Senior Notes due 2026^(d)	91914JAA0 / US91914JAA07	$375,764,000	3	N/A	1.50% UST due 1/31/2027	FIT1	+65 bps	$30
3.400% Senior Notes due 2026	91913YAU4 / US91913YAU47	$1,250,000,000	4	N/A	1.50% UST due 1/31/2027	FIT1	+55 bps	$30
2.150% Senior Notes due 2027	91913YBB5 / US91913YBB56	$600,000,000	5	N/A	1.50% UST due 1/31/2027	FIT1	+70 bps	$30
4.350% Senior Notes due 2028	91913YAV2 / US91913YAV20	$750,000,000	6	N/A	1.50% UST due 1/31/2027	FIT1	+115 bps	$30
4.500% Senior Notes due 2028^(d)	91914JAB8 / US91914JAB89	$500,000,000	7	N/A	1.50% UST due 1/31/2027	FIT1	+115 bps	$30

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(a)	The offers with respect to the Notes are subject to the Maximum Aggregate Purchase Price of $1,000,000,000; provided that the offers to purchase the Notes with acceptance priority levels 1 and 2 will collectively be subject to an aggregate principal amount sublimit of $500,000,000 (the “Series Tender Cap”). All references to the aggregate purchase price of Notes include the applicable Total Consideration or Late Tender Offer Consideration (each as defined below), as applicable, and exclude applicable unpaid accrued interest and fees and expenses related to the Tender Offers. Subject to the terms and conditions set forth in the Offer to Purchase (as defined below), Valero will purchase Notes having an aggregate purchase price up to the Maximum Aggregate Purchase Price, subject to the acceptance priority levels and the Series Tender Cap set forth in the table above. Subject to applicable law, Valero reserves the right, but is under no obligation, to increase, decrease or eliminate the Maximum Aggregate Purchase Price with respect to a particular series and/or the Series Tender Cap, in either case, at any time and in its sole discretion.
(b)	Per $1,000 principal amount.
(c)	The Total Consideration for Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable fixed spread and is inclusive of the Early Tender Payment.
(d)	Issued by Valero Energy Partners LP and guaranteed by Valero.
(e)	The Series Tender Cap applies to the aggregate principal amount of the 3.650% Senior Notes due 2025 and 2.850% Senior Notes due 2025, collectively.

The Tender Offers will expire at midnight, New York City time, at the end of March 2, 2022, unless extended or earlier terminated (the “Expiration Date”). Holders of the Notes must validly tender and not validly withdraw their Notes prior to or at 5:00 p.m., New York City time, on February 15, 2022, unless extended or earlier terminated (the “Early Tender Date”), to be eligible to receive the applicable Total Consideration for such Notes, which is inclusive of an amount in cash equal to the applicable amount set forth in the table above under the heading “Early Tender Payment” (the “Early Tender Payment”). Holders of the Notes who validly tender their Notes after the Early Tender Date but prior to or at the Expiration Date will be eligible to receive the applicable Total Consideration (as defined below) for such Notes minus the Early Tender Payment (the “Late Tender Offer Consideration”).

All Notes tendered prior to or at the Early Tender Date will be accepted based on the acceptance priority levels noted in the table above (subject to the Series Tender Cap) and will have priority over Notes tendered after the Early Tender Date (subject to the Series Tender Cap), regardless of the acceptance priority levels of the Notes tendered after the Early Tender Date. Subject to applicable law, Valero may increase, decrease or eliminate the Maximum Aggregate Purchase Price with respect to a particular series and/or the Series Tender Cap, in any case, at any time and in its sole discretion.

The applicable consideration (the “Total Consideration”) payable for each $1,000 principal amount of each series of the Notes validly tendered prior to or at the Early Tender Date and accepted for payment pursuant to the Tender Offers will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Security specified in the table above plus the applicable yield to maturity based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above, calculated as of 10:00 a.m., New York City time, on February 16, 2022, unless extended or earlier terminated. In addition to the Total Consideration, Valero will also pay accrued and unpaid interest on Securities purchased up to, but not including, the applicable settlement date. The settlement date for the Notes validly tendered and accepted for payment on the Early Tender Date will occur promptly after the Early Tender Date and is expected to be February 17, 2022. The settlement date for the Notes validly tendered and accepted for payment after the Early Tender Date will occur promptly after the Expiration Date and is expected to be March 4, 2022.

Notes tendered pursuant to the Tender Offers may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on February 15, 2022, unless extended or earlier terminated (the “Withdrawal Deadline”).

After the Withdrawal Deadline, you may not withdraw your tendered Securities unless Valero amends the applicable Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended as Valero determines, to the extent required by law (as determined by Valero), appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, Valero, in its sole discretion, may extend a Withdrawal Deadline for any purpose. If a custodian bank, broker, dealer, commercial bank, trust company or other nominee holds your Securities, such nominee may have an earlier deadline or deadlines for receiving instructions to withdraw tendered Securities.

The Tender Offers are being made pursuant to an Offer to Purchase, dated February 2, 2022 (the “Offer to Purchase”), which sets forth a more detailed description of the Tender Offers. Holders of the Securities are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offers.

Valero’s obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offers is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including a financing condition. The Tender Offers may be terminated or withdrawn in whole or terminated or withdrawn with respect to any series of the Securities, subject to applicable law. Valero reserves the right, subject to applicable law, to (1) waive any and all conditions to any of the Tender Offers, (2) extend or terminate any of the Tender Offers, (3) increase, decrease or eliminate the Maximum Aggregate Purchase Price with respect to a particular series and/or the Series Tender Cap or (4) otherwise amend any of the Tender Offers in any respect.

Valero has retained SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC as lead dealer managers, and Citigroup Global Markets Inc. and MUFG Securities Americas Inc. as co-dealer managers (together with the lead dealer managers, the “Dealer Managers”) for the Tender Offers. Valero has retained D.F. King & Co., Inc. as the tender and information agent for the Tender Offers. For additional information regarding the terms of the Tender Offers, please contact: SMBC Nikko Securities America, Inc. at [phone] (toll free) or [phone] (collect); J.P. Morgan Securities LLC at [phone] (toll free) or [phone] (collect); or Mizuho Securities USA LLC at [phone] (toll free) or [phone] (collect). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King & Co., Inc. by telephone at [phone] (for banks and brokers only) or [phone] (for all others, toll-free), by email at [e-mail] or to the Dealer Managers at their respective telephone numbers.

This announcement is for information purposes only and does not constitute a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. None of Valero, the tender and information agent, the Dealer Managers or the trustees with respect to the Securities, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Securities in response to the Tender Offers.

Safe-Harbor Statement

Statements contained in this press release that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words “anticipate,” “believe,” “expect,” “plan,” “intend,” “scheduled,” “estimate,” “project,” “projection,” “predict,” “budget,” “forecast,” “goal,” “guidance,” “target,” “could,” “would,” “should,” “may,” “strive,” “seek,” “potential,” “opportunity,” “aimed,” “considering,” “continue,” and similar expressions identify forward-looking statements. Forward-looking statements in this press release include those relating to expected timing of pricing of the Tender Offers, expiration dates for the Tender Offers, Withdrawal Deadlines and settlement dates. It is important to note that actual results could differ materially from those projected in such forward-looking statements based on numerous factors, including those outside of Valero’s control, such as legislative or political changes or developments, market dynamics, cyberattacks, weather events, and other matters affecting our operations or the demand for our products. These factors also include, but are not limited to, the uncertainties that remain with respect to the COVID-19 pandemic, variants of the virus, governmental and societal responses thereto, including requirements and mandates with respect to vaccines, vaccine distribution and administration levels, and the adverse effects the foregoing may have on our business or economic conditions generally. For more information concerning these and other factors that could cause actual results to differ from those expressed or forecasted, see Valero’s annual report on Form 10-K, the “Risk Factors” section included in the Offer to Purchase, quarterly reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission.

About Valero

Valero Energy Corporation, through its subsidiaries (collectively, “Valero”), is an international manufacturer and marketer of petroleum-based and low-carbon liquid transportation fuels and petrochemical products, and sells its products primarily in the United States (“U.S.”), Canada, the United Kingdom (“U.K.”), Ireland and Latin America. Valero owns 15 petroleum refineries located in the U.S., Canada and the U.K. with a combined throughput capacity of approximately 3.2 million barrels per day. Valero is a joint venture member in Diamond Green Diesel Holdings LLC, which owns a renewable diesel plant in Norco, Louisiana with a production capacity of 700 million gallons per year, and Valero owns 12 ethanol plants located in the Mid-Continent region of the U.S. with a combined production capacity of approximately 1.6 billion gallons per year. Valero manages its operations through its Refining, Renewable Diesel, and Ethanol segments. Please visit www.investorvalero.com for more information.