BUSINESS: Valero Energy Corporation Announces Pricing Terms For Its Pending Any And All Tender Offer

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by Daniel Webster, dWeb.News Publisher

SAN ANTONIO–(BUSINESS WIRE)–Valero Energy Corporation (NYSE: VLO, “Valero”) announced today the pricing terms of its previously announced cash tender offer (the “Any and All Tender Offer”) for any and all of its outstanding 2. 700% Senior Notes due 2023 (the “Any and All Notes”). The terms and conditions of the Any and All Tender Offer are described in the Offer to Purchase, dated November 18, 2021 (the “Offer to Purchase”). The Any and All Tender Offer is scheduled to expire at 5: 00 p.m., New York City time, today, November 24, 2021, unless extended or earlier terminated.

The total consideration for the Any and all Tender Offer is listed in the table below.

Title of
Security

CUSIP/ISIN

Initial
Principal
Amount

U.S. Treasury
Reference
Security

Reference
Yield

Fixed
Spread

Repurchase
Yield

Total

Consideration (1)

2. 700% Senior
Notes
due 2023

91913YAX8 /
US91913YAX85

$850,000,000

0. 25% UST due
4/15/2023

0. 420%

+40 bps

0. 820%

$1,025. 65

____________________

(1) Per $1,000 principal amount.

Upon consummation of the Any and All Tender Offer, Valero will pay the Total Consideration (as shown in the table above) for each $1,000 principal amount of Any and All Notes validly tendered and accepted for payment, plus accrued and unpaid interest up to, but not including, November 30, 2021, the expected settlement date for the Any and All Tender Offer. The Total Consideration was calculated in the manner described in the Offer to Purchase by reference to the fixed spread specified in the table above plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 2: 00 p.m., New York City time, on November 24, 2021. To receive the total consideration, holders of any and all notes must be validly tender and not withdraw their Any and All Notes. They also need to comply with the Guaranteed Delivery Procedures set forth in the Offer for Purchase. Any and All Notes may be withdrawn at anytime prior to expiration of any and all tender offers. Follow the instructions in the Offer to Buy. Before making any decisions regarding the Any and All tender offer, holders of any and all notes are advised to carefully read the Offer to Purchase.

Valero is required to accept payment and pay for any and all notes validly offered in the Any & All Tender Offer. This condition includes a financing condition. The Any and All tender offer may be terminated, withdrawn or modified in whole depending on the applicable law. Subject to applicable law Valero may (1) waive all conditions to the Any & All Tender offer, (2) extend or end the Any & All Tender offer, or (3) amend the Any & All Tender offer in any way.

Valero retained J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and BofA Securities, Inc., Mizuho SecuritiesUSA LLC, and MUFG Securities Americans Inc. as Lead Managers, BofA Securities, Inc., and Mizuho SecuritiesUSA LLC as Co-Dealer Managements (collectively, “Dealer managers”) for the Any & All Tender Offer. D.F. has been retained by Valero. King & Co., Inc. has been retained as the tender and information agent of the Any and All tender offer. For additional information regarding the terms of the Any and All Tender Offer, please contact: J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect); or Citigroup Global Markets Inc. at (800) 831-9146. D.F. may be contacted for information and requests regarding the tendering securities. 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 at www.dfking.com/vlo or to the Dealer Managers at their respective telephone numbers. This announcement does not constitute an offer or solicitation to sell securities. The Any and All Tender offer is made in accordance with the Offer to Purchase and only within those jurisdictions that are permitted by applicable law. The trustee, Valero, the tender and info agent, Dealer Managers and the trustee do not make any recommendations as to whether or not holders should tender all or part of their Securities to respond to the Any and All Notes.

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. Forward-looking statements are identified by the words “anticipate”, “believe,”” “expect,”,” plan,”,”intend,”,”scheduled,”,”estimate,”,”projection,”,”budget,”,”predict,”,”goal,”,”goal,”,”forecast,”,”goal,”,”guideline,”,”goal,”,”forecast,”,”goal,”,”forecast,”,”goal,”,”goal,”,”goal,”,”guideline,”,”goal,”,”predict,” This press release contains forward-looking statements regarding the settlement date, withdrawal deadline and expiration date of the Any and All tender offer. Forward-looking statements in this press release include those relating to the expiration date, withdrawal deadline and settlement date for the Any and All Tender Offer. These forward-looking statements are based on many factors including market dynamics, legislative or political developments, weather events, cyberattacks, weather, and other matters that could affect our operations or the demand of 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.

Valero

Valero Energy Corporation (collectively “Valero”) is an international manufacturer of transportation fuels. Valero is a Fortune 500 company based in San Antonio, Texas, and owns 15 petroleum refineries with a combined throughput capacity of approximately 3.2 million barrels per day and 12 ethanol plants with a combined production capacity of approximately 1.6 billion gallons per year. The United States, Canada, and the United Kingdom are the locations of the petroleum refineries. The ethanol plants are located within the Mid-Continent region in the U.S. Valero is also part of a joint venture partnership in Diamond Green Diesel which operates a renewable diesel plant at Norco, Louisiana. Diamond Green Diesel owns North America’s largest biomass-based diesel plant. Valero sells products on the bulk market or wholesale rack in the U.S. and Canada. Approximately 7,000 outlets carry Valero’s brand names.

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