8-KOther Events

VALERO ENERGY CORP/TX 8-K Report (Jan 11, 2002)

Filed January 11, 2002For Securities:VLO

Summary

Valero Energy Corporation (VLO) has filed a Form 8-K reporting the completion of its merger with Ultramar Diamond Shamrock Corporation (UDS) effective December 31, 2001. This significant transaction involved UDS merging into Valero, with former UDS shareholders receiving a combination of Valero common stock and cash as consideration. The company also amended its Restated Certificate of Incorporation to increase the number of authorized shares of Valero common stock to accommodate this merger. This merger marks a substantial strategic move for Valero, likely aimed at expanding its operational footprint and market presence in the energy sector. Investors should note that further financial details, including UDS's financial statements and pro forma information reflecting the combined entity, will be filed in an amendment to this report within 60 days. The financing for the cash portion of the merger was secured through Valero's existing bridge loan and revolving credit facilities.

Key Highlights

  • 1Completion of the merger between Valero Energy Corporation and Ultramar Diamond Shamrock Corporation (UDS) as of December 31, 2001.
  • 2UDS merged with and into Valero Energy Corporation.
  • 3Former UDS shareholders received a mix of Valero common stock and cash in exchange for their UDS shares.
  • 4Valero amended its Restated Certificate of Incorporation to increase authorized common stock to facilitate the merger.
  • 5The cash component of the merger consideration was funded by a $1.5 billion bridge loan facility and $750 million revolving credit facilities.
  • 6Filings for UDS's financial statements and pro forma financial information are expected within 60 days via amendment.
  • 7Press releases detailing the merger closing and final consideration election results are filed as exhibits.

Frequently Asked Questions

This 8-K filing primarily announces the closing of the merger between Valero Energy Corporation and Ultramar Diamond Shamrock Corporation (UDS), effective December 31, 2001. It also reports on an amendment to Valero's Certificate of Incorporation to increase authorized shares.

Former UDS shareholders received a combination of Valero common stock and cash, as outlined in the merger agreement. The specific terms were subject to elections made by UDS shareholders.

Financial statements for UDS and pro forma financial information for the combined entity are expected to be filed by amendment to this Form 8-K within 60 days of the filing date of this report (January 10, 2002).

Valero financed the cash portion of the merger consideration using proceeds from its $1.5 billion bridge loan facility and one of its two $750 million revolving bank credit facilities, all provided by JPMorgan Chase Bank and participating lenders.