VALERO ENERGY CORPORATION (NYSE:VLO) Files An 8-K Entry into a Material Definitive Agreement

VALERO ENERGY CORPORATION (NYSE:VLO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.

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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 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 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 is incorporated by reference into this Item 2.03.

Item 7.01.Regulation FD Disclosure.

On January 10, 2019, VLO and the Partnership issued a joint press release announcing the completion of the Merger. The press release is furnished as Exhibit 99.1.

This information is being furnished, not filed, to Regulation FD. Accordingly, this information will not be incorporated by reference into any registration statement filed by VLO under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference herein.

Item 8.01.Other Events.

The description of the Merger Agreement and the Merger in the Introductory Note is incorporated by reference into this Item 8.01. Such description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference into this Item 8.01.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

Agreement and Plan of Merger, dated as of October 18, 2018, by and among Valero Energy Corporation, Forest Merger Sub, LLC, Valero Energy Partners LP and Valero Energy Partners GP LLC (incorporated by reference to Exhibit 2.1 to Valero Energy Corporation’s Current Report on Form 8-K dated and filed October 18, 2018 (SEC File No. 1-13175)).

Indenture, dated as of November 30, 2016, between Valero Energy Partners LP, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Valero Energy Partners LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-208052) filed November 30, 2016).

First Supplemental Indenture, dated as of January 10, 2019, among Valero Energy Partners LP, as issuer, Valero Energy Corporation, as parent guarantor, and U.S. Bank National Association, as trustee.

Press release, dated January 10, 2019.

*

Certain schedules have been omitted to Item 601(b)(2) of Regulation S-K. Valero Energy Corporation agrees to furnish supplementally a copy of any such omitted schedule to the Securities and Exchange Commission upon request.

VALERO ENERGY CORP/TX Exhibit
EX-4.2 2 s002623x2_ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE VALERO ENERGY PARTNERS LP,…
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About VALERO ENERGY CORPORATION (NYSE:VLO)

Valero Energy Corporation (Valero), through Valero Energy Partners LP (VLP), owns, operates, develops and acquires crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets. The Company operates in two segments: refining and ethanol. Its refining segment includes refining and marketing operations in the United States, Canada, the United Kingdom, Aruba and Ireland. Its ethanol segment includes ethanol and marketing operations in the United States. VLP’s assets include crude oil and refined petroleum products pipeline and terminal systems in the United States Gulf Coast and the United States Mid-Continent regions. Its refineries can produce conventional gasolines, premium gasolines, gasoline meeting the specifications of the California Air Resources Board (CARB), diesel, low-sulfur diesel, ultra-low-sulfur diesel, CARB diesel, other distillates, jet fuel, asphalt, petrochemicals, lubricants and other refined products.

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