Valero Energy Corporation Announces Cash Tender Offers for Certain Outstanding Notes

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 principal amount of $1,000,000,000 (such aggregate principal amount, the “Maximum Aggregate Principal Amount”) of its outstanding 3.650% Senior Notes due 2025, 2.850% Senior Notes due 2025, 3.400% Senior Notes due 2026, 4.000% Senior Notes due 2029, 4.350% Senior Notes due 2028, 2.150% Senior Notes due 2027, 6.625% Senior Notes due 2037, 4.900% Senior Notes due 2045 and 7.500% Senior Notes due 2032, and the 4.375% Senior Notes due 2026 and 4.500% Senior Notes due 2028, each 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 Caps (as defined below) noted in the table below.

Up to the Maximum Aggregate Principal Amount of $1,000,000,000(a)
of the Outstanding Securities in the Priority Listed Below

The Tender Offers will expire at midnight, New York City time, at the end of September 23, 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 September 9, 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 any applicable Series Tender Cap) and will have priority over Notes tendered after the Early Tender Date (subject to any applicable 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 Principal Amount and/or any Series Tender Cap with respect to a particular series, 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 September 12, 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 September 13, 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 September 27, 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 September 9, 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 August 26, 2022 (as amended or supplemented from time to time, 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. 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 Principal Amount and/or any Series Tender Cap with respect to a particular series or (4) otherwise amend any of the Tender Offers in any respect.

Valero has retained BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as 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: BofA Securities, Inc. at (888) 292-0070 (toll free) or (980) 387-3907 (collect); Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll free); J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3554 (collect); or Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4756 (collect). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only) or (800) 334-0384 (for all others, toll-free), by email at vlo@dfking.com or to the Dealer Managers at their respective telephone numbers.

This announcement is for information purposes only and does not constitute a solicitation of an offer to sell or an offer to purchase 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 other 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 Russia-Ukraine conflict, the impact of inflation on margins and costs, the COVID-19 pandemic, variants of the COVID-19 virus, governmental and societal responses thereto, 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.

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