Deal Description: On February 2, 2022, Valero Energy Corporation (NYSE: VLO) (“Valero”) announced the pricing of its public offering (the “Offering”) of $650,000,000 aggregate principal amount of its 4.000% Senior Notes due 2052.  The Offering closed on February 7, 2022.

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 outstanding 3.650% Senior Notes due 2025, 2.850% Senior Notes due 2025, 3.400% Senior Notes due 2026, 2.150% Senior Notes due 2027 and 4.350% Senior Notes due 2028, and the 4.375% Senior Notes due 2026 and 4.500% Senior Notes due 2028 issued by Valero Energy Partners LP and guaranteed by Valero. The Tender Offers commenced on February 2, 2022 and the early settlement date with respect to the Tender Offers was February 17, 2022.

J.P. Morgan Securities LLC, BofA Securities, Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC acted as joint book-running managers for the Offering and SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Citigroup Global Markets Inc. 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: $650 million

Baker Botts Lawyers/Office Involved:

• Corporate: Ted Paris (Senior Counsel, Houston); Jamie Yarbrough (Senior Associate, Houston); Parker Hinman (Associate, Houston); Rob Cowan (Associate, Houston)
• Tax: Derek Green (Partner, Houston); Jon Lobb (Partner, Houston); Phillip Clifton (Associate, Houston)

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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