UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On September 8, 2020, Valero Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., MUFG Securities Americas Inc. and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein, relating to the issuance and sale of $575,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2023 (the “floating rate notes”), $925,000,000 aggregate principal amount of its 1.200% Senior Notes due 2024 (the “2024 notes”), $400,000,000 aggregate principal amount of its 2.850% Senior Notes due 2025 (the “additional 2025 notes”) and $600,000,000 aggregate principal amount of its 2.150% Senior Notes due 2027 (the “2027 notes” and, collectively with the floating rate notes, the 2024 notes and the additional 2025 notes, the “Notes”). The Notes were issued on September 10, 2020 pursuant to an Indenture, dated March 10, 2015 between the Company and U.S. Bank National Association, as trustee (the “Indenture”). The additional 2025 notes constitute an additional issuance of the Company’s 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 additional 2025 notes 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), and immediately after giving effect to the issuance of the additional 2025 notes, we will have $1,050,000,000 aggregate principal amount of 2.850% Senior Notes due 2025 outstanding.
The offering of the Notes was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on Form S-3 (Registration No. 333-224993) of the Company, and was made pursuant to the prospectus dated May 17, 2018, as supplemented by the prospectus supplement dated September 8, 2020 (collectively, the “Prospectus”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. The descriptions of the Notes and the Indenture are set forth in the Prospectus and are incorporated herein by reference. The Underwriting Agreement, the Indenture, the terms of the Notes and the forms of Notes have been filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 respectively, hereto.
This Current Report is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with the Notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Such securities were offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| 4.6 | Form of the 2.850% Senior Notes due 2025—incorporated by reference to Exhibit 4.4 to Valero’s Current Report on Form 8-K dated April 14, 2020 and filed April 16, 2020 (SEC File No. 001-13175). | |
| 4.7 | Terms of the 2.150% Senior Notes due 2027. | |
| 4.8 | Form of the 2.150% Senior Notes due 2027 (included in Exhibit 4.7 above). | |
| 5.1 | Opinion of Richard J. Walsh. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VALERO ENERGY CORPORATION | ||||||
| Date: September 10, 2020 | By: | /s/ J. Stephen Gilbert | ||||
| J. Stephen Gilbert | ||||||
| Secretary | ||||||
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