8-KAcquisitions & DispositionsExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Acquisition Completed (Sep 2, 2005)

Filed September 2, 2005For Securities:VLO

Summary

Valero Energy Corporation (VLO) has filed an 8-K report to announce the completion of its acquisition of Premcor Inc. as of September 1, 2005. The merger, previously agreed upon in April 2005, sees Premcor merge with and into Valero, with Valero surviving. This strategic move consolidates Valero's position in the energy sector by integrating Premcor's assets and operations into its existing business. Key details surrounding the transaction include the conversion of Premcor's common stock into a mix of cash and Valero common stock, subject to proration based on shareholder elections. For shares where no election was made, a cash payment of $72.76 per share was specified. The financial resources for the cash portion of the merger were derived from Valero's existing cash reserves and a new $2 billion term credit agreement secured on August 17, 2005. Valero will file financial statements and pro forma information regarding the acquisition by amendment.

Key Highlights

  • 1Valero Energy Corporation has successfully completed the acquisition of Premcor Inc. effective September 1, 2005.
  • 2Premcor Inc. has merged with and into Valero Energy Corporation, with Valero as the surviving entity.
  • 3Premcor common stock was exchanged for a combination of cash and Valero common stock, with elections subject to proration.
  • 4Shareholders of Premcor who did not make an election will receive $72.76 in cash per share.
  • 5The cash component of the acquisition was funded through Valero's on-hand cash and a $2 billion term credit agreement.
  • 6The filing includes press releases detailing the merger closing and final consideration election results as exhibits.
  • 7Valero will provide acquired financial statements and pro forma financial information through a future amendment to this filing.

Frequently Asked Questions

This 8-K filing formally announces the completion of Valero Energy Corporation's acquisition of Premcor Inc. It confirms the effective date of the merger and outlines key details of the transaction, including shareholder consideration and funding.

Premcor shareholders received a combination of cash and Valero Energy Corporation common stock for their shares. The exact mix depended on elections made by shareholders, which were subject to proration. Shares without a valid election were converted to $72.76 in cash.

Valero financed the cash portion of the Premcor acquisition using a combination of its existing cash on hand and proceeds from a new $2 billion, 5-year term credit agreement entered into on August 17, 2005.

Valero has indicated in this filing that the financial statements of Premcor and pro forma financial information related to the acquisition will be filed at a later date via an amendment to this Current Report on Form 8-K.