Deal Description: On November 18, 2021, Valero Energy Corporation (NYSE: VLO) (“Valero”) announced the pricing of its public offering (the “Offering”) of $500,000,000 aggregate principal amount of its 2.800% Senior Notes due 2031 and $950,000,000 aggregate principal amount of its 3.650% Senior Notes due 2051. The Offering closed on November 29, 2021.

Valero used all of the net proceeds from the Offering and cash on hand to finance its cash tender offers (the “Tender Offers”) to repurchase its 2.700% Senior Notes due 2023, 1.200% Senior Notes due 2024, 3.650% Senior Notes due 2025, 2.850% Senior Notes due 2025, 10.500% Senior Notes due 2039, 8.750% Senior Notes due 2030, 7.500% Senior Notes due 2032 and 6.625% Senior Notes due 2037 and the 4.375% Senior Notes due 2026 issued by Valero Energy Partners LP and guaranteed by Valero which commenced on November 18, 2021. The Tender Offer with respect to the 2.700% Senior Notes due 2023 settled on November 30, 2021 and the early settlement date with respect to the Tender Offers for the remaining notes was December 6, 2021.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. acted as joint book-running managers for the Offering and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., BofA Securities, Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc. acted as dealer managers in the Tender Offers.

Baker Botts L.L.P. represented Valero in the Offering and the Tender Offers.

Client: Valero Energy Corporation

Value: $1.45 billion

Baker Botts Lawyers/Office Involved:

• Corporate: Ted Paris (Partner, Houston); Jamie Yarbrough (Senior Associate, Houston); Parker Hinman (Associate, Houston); Christopher Carreon (Associate, Houston)
• Tax: Derek Green (Partner, Houston); Jon Lobb (Partner, Houston)
• Environmental: Aileen Hooks (Partner, Austin)

For more information, please see Valero’s news releases relating to the Tender Offers here and here and to the Offering here.

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