8-KOther EventsExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Corporate Update (May 1, 2013)

Filed May 1, 2013For Securities:VLO

Summary

Valero Energy Corporation (VLO) announced on May 1, 2013, the completion of its previously announced separation of its retail business. This separation was executed through a pro rata distribution of 80 percent of the outstanding common stock of CST Brands, Inc. (CST) to Valero's shareholders. This strategic move aims to allow Valero to focus more intently on its core refining and marketing operations, while CST Brands will operate independently as a publicly traded entity on the New York Stock Exchange under the ticker symbol "CST." Valero shareholders of record on April 19, 2013, received one share of CST Brands for every nine shares of Valero common stock held. Valero did not distribute fractional shares; instead, these were aggregated and sold, with the net proceeds to be distributed to the eligible shareholders. This spin-off is a significant event for VLO investors, potentially altering the company's operational focus and financial profile going forward.

Key Highlights

  • 1Valero Energy completed the separation of its retail business on May 1, 2013.
  • 280% of CST Brands, Inc. (CST) common stock was distributed to Valero shareholders.
  • 3Shareholders received one share of CST for every nine shares of VLO held as of April 19, 2013.
  • 4CST Brands, Inc. is now an independent, publicly traded company on the NYSE under the symbol "CST."
  • 5Valero will now focus on its core refining and marketing operations post-separation.
  • 6Fractional shares of CST were sold, with proceeds to be distributed to shareholders.

Frequently Asked Questions

CST Brands, Inc. was Valero's retail business segment, primarily involved in the operation of convenience stores and gas stations. Following the separation, CST Brands is now an independent company.

Valero shareholders of record on April 19, 2013, received one share of CST Brands common stock for every nine shares of Valero common stock they owned. This was distributed on May 1, 2013.

Valero did not issue fractional shares of CST Brands. Instead, any fractional shares that shareholders would have been entitled to were aggregated and sold in the public market. The net cash proceeds from these sales were then distributed ratably to the shareholders who would have received those fractional shares.

The separation allows Valero Energy to concentrate on its core refining and marketing operations, potentially leading to improved efficiency and a more focused business strategy. The spin-off of the retail segment creates a separate entity for that business to pursue its own growth initiatives.