Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-261165
February 2, 2022
Valero Energy Corporation
Pricing Term Sheet
$650,000,000 4.000% Senior Notes due 2052
Issuer: | Valero Energy Corporation (the “Company”) | |
Ratings*: | Baa2 (negative) (Moody’s) / BBB (stable) (S&P) / BBB (stable) (Fitch) | |
Pricing Date: | February 2, 2022 | |
Settlement Date: | February 7, 2022 (T+3) | |
Denominations: | $2,000 x $1,000 | |
Title: | 4.000% Senior Notes due 2052 | |
Principal Amount: | $650,000,000 | |
Maturity Date: | June 1, 2052 | |
Benchmark Treasury: | UST 2.00% due August 15, 2051 | |
Benchmark Treasury Price and Yield: | 97-25;2.101% | |
Spread to Benchmark Treasury: | T+200 bps | |
Yield to Maturity: | 4.101% | |
Price to Public: | 98.261% of the principal amount | |
Coupon: | 4.000% | |
Interest Payment Dates: | June 1 and December 1 of each year, commencing June 1, 2022 | |
Make-Whole Call: | T+30 bps | |
Par Call: | On and after December 1, 2051 | |
CUSIP/ISIN: | 91913YBE9 / US91913YBE95 | |
Joint Book-Running Managers: | J.P. Morgan Securities LLC BofA Securities, Inc. Scotia Capital (USA) Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. MUFG Securities Americas Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. | |
Co-Managers | Barclays Capital Inc. BNP Paribas Securities Corp. Credit Suisse Securities (USA) LLC Mizuho Securities USA LLC PNC Capital Markets LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Truist Securities, Inc. |
* | 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. |
It is expected that delivery of the notes will be made to investors on or about February 7, 2022, which will be the third business day following the date hereof (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day prior to delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day prior to their date of delivery hereunder should consult their advisors.
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, BofA Securities, Inc. at 1 (800) 294-1322, Scotia Capital (USA) Inc. at 1 (800) 372-3930 or Wells Fargo Securities, LLC at 1 (800) 645-3751.
This pricing term sheet supplements the preliminary prospectus supplement filed by Valero Energy Corporation on February 2, 2022 relating to the prospectus dated November 18, 2021.
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.
2