Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-224993
September 8, 2020
Valero Energy Corporation
Pricing Term Sheet
$575,000,000 Floating Rate Senior Notes due 2023
$925,000,000 1.200% Senior Notes due 2024
$400,000,000 2.850% Senior Notes due 2025
$600,000,000 2.150% Senior Notes due 2027
Issuer: |
Valero Energy Corporation (the Company) | |||||||
Ratings*: |
Baa2 (Negative) (Moodys) / BBB (Negative) (S&P) / BBB (Negative) (Fitch) | |||||||
Pricing Date: |
September 8, 2020 | |||||||
Settlement Date: |
September 10, 2020 (T+2) | |||||||
Denominations: |
$2,000 x $1,000 | |||||||
Title: |
Floating Rate Senior Notes due 2023 | 1.200% Senior Notes due 2024 | 2.850% Senior Notes due 2025 | 2.150% Senior Notes due 2027 | ||||
Principal Amount: |
$575,000,000 | $925,000,000 | $400,000,000
The notes offered hereby (the 2025 Notes) will constitute an additional issuance of the Companys 2.850% Senior Notes due 2025, of which $650,000,000 aggregate principal amount was issued on April 16, 2020 (the existing 2025 notes). The 2025 Notes offered hereby will form a single series with, and have the same terms as, the existing 2025 notes (other than the initial offering price and the issue date). Upon settlement, the 2025 notes offered hereby will have the same CUSIP and ISIN numbers and will trade interchangeably with the existing 2025 notes. Immediately after giving effect to the issuance of the additional 2025 notes offered hereby, we will have $1,050,000,000 aggregate principal amount of the 2.850% Senior Notes due 2025 outstanding. |
$600,000,000 |
Maturity Date: |
September 15, 2023 | March 15, 2024 | April 15, 2025 | September 15, 2027 | ||||
Benchmark Treasury: |
Three-month USD LIBOR | UST 0.125% due August 15, 2023 | UST 0.250% due August 31, 2025 | UST 0.500% due August 31, 2027 | ||||
Benchmark Treasury Price and Yield: |
N/A | 99-27 3⁄4; 0.170% | 99-28 1⁄4; 0.274% | 100-06+; 0.470% | ||||
Spread to Benchmark Treasury: |
Three-month USD LIBOR+115 bps | T+105 bps | T+125 bps | T+170 bps | ||||
Yield to Maturity: |
Three-month USD LIBOR plus 1.150% | 1.220% | 1.524% | 2.170% | ||||
Price to Public: |
100.000% of the principal amount | 99.931% of the principal amount | 105.763% of the principal amount plus an aggregate of $4,560,000 of accrued interest from April 16, 2020. | 99.870% of the principal amount | ||||
Coupon: |
Three-month USD LIBOR plus 1.150% per annum. See Description of the NotesInterestFloating Rate NotesEffect of Benchmark Transition Event contained in the prospectus supplement filed with the SEC for the offering to which this communication relates, which describes how the coupon payments will be determined by reference to a different base rate than LIBOR following the occurrence of a Benchmark Transition Event, as defined in the prospectus supplement. | 1.200% | 2.850% | 2.150% | ||||
Interest Payment Dates: |
March 15, June 15, September 15 and December 15 of each year, commencing December 15, 2020 The interest determination date for the initial interest period will be September 8, 2020. The initial interest period will be from September 10, 2020 to December 15, 2020. |
March 15 and September 15, commencing March 15, 2021 | April 15 and October 15, commencing October 15, 2020 | March 15 and September 15, commencing March 15, 2021 |
Make-Whole Call: |
N/A | T+15 bps | T+40 bps | T+30 bps | ||||
Par Call: |
On and after September 10, 2021 | N/A | On and after March 15, 2025 (the date that is one month prior to the Maturity Date) | On and after July 15, 2027 (the date that is two months prior to the Maturity Date) | ||||
CUSIP/ISIN: |
91913Y AZ3 / US91913YAZ34 | 91913Y BA7 / US91913YBA73 | 91913Y AY6 / US91913YAY68 | 91913Y BB5 / US91913YBB56 | ||||
Joint Book-Running Managers: |
J.P. Morgan Securities LLC
MUFG Securities Americas Inc. Scotia Capital (USA) Inc. Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. | |||||||
Co-Managers: |
Barclays Capital Inc. BNP Paribas Securities Corp. Credit Suisse Securities (USA) LLC PNC Capital Markets LLC RBC Capital Markets, LLC TD Securities (USA) LLC Truist Securities, Inc. Wells Fargo Securities, LLC |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1 (212) 834-4533, Citigroup Global Markets Inc. toll-free at 1 (800) 831-9146, MUFG Securities Americas Inc. toll-free at 1 (877) 649-6848 or Scotia Capital (USA) Inc. toll-free at 1 (800) 372-3930.
This pricing term sheet supplements the preliminary prospectus supplement filed by Valero Energy Corporation on September 8, 2020 relating to the prospectus dated May 17, 2018.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another email system.