Valero Energy Partners LP (NASDAQ:VLP) Files An 8-K Entry into a Material Definitive Agreement

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Valero Energy Partners LP (NASDAQ:VLP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

Senior Notes Offering

On December9, 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 to an Indenture (the Indenture) dated November30,
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, to the Registration Statement on Form S-3
(Registration No.333-208052), as amended, of the Partnership, and
was made to the prospectus dated November30, 2016, as
supplemented by the prospectus supplement dated December2, 2016
(collectively, the Prospectus).

Subordination Agreement

On December9, 2016, the Partnership and Valero Energy Corporation
(VLO) entered into a Subordination Agreement (the Subordination
Agreement) to which the Partnerships obligations under the
Amended and Restated Subordinated Credit Agreements, each dated
as of November12, 2015, by and between the Partnership and VLO
were subordinated to the Partnerships obligations created 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.


Item9.01
Financial Statements and Exhibits.


(d)
Exhibits.

4.1 Indenture dated November30, 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 November30,
2016.
4.2 Terms of the 4.375% Senior Notes due 2026.
4.3 Form of Notes (included in Exhibit 4.2 above).
10.1 Subordination Agreement dated December 9, 2016 by and between
the Partnership and VLO.


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