J. Stephen Gilbert
Secretary
Valero Energy Corporation
One Valero Way
San Antonio, Texas 78249
Telephone: (210) 345-2000
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J. Stephen Gilbert
Vice President and Secretary
Valero Energy Partners GP LLCOne Valero Way
San Antonio, Texas 78249
Telephone: (210) 345-2000
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Jeremy L. Moore
Joshua Davidson
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
Telephone: (713) 229-1234
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David Elder
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002
Telephone: (713) 220-5800
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☒
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a.
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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☐
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b.
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The filing of a registration statement under the Securities Act of 1933.
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☐
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c.
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A tender offer.
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☐
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d.
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None of the above.
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Transaction Valuation*
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Amount of Filing Fee**
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$950,349,699
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$115,183
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☒
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid: $115,183
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Filing Party: Valero Energy Partners LP
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Form or registration No.: Schedule 14C
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Date Filed: November 9, 2018
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Exhibit
No.
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Description
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Definitive Information Statement of Valero Energy Partners LP (incorporated by reference to the Valero Energy Partners LP Definitive Information
Statement filed on December 14, 2018).
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Press release issued by Valero Energy Partners LP, dated October 18, 2018 (incorporated by reference to Exhibit 99.1 to Valero Energy Partners LP’s
Current Report on Form 8-K filed on October 18, 2018).
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Letter to Valero Energy Partners LP common unitholders (incorporated by reference to the Definitive Information Statement filed herewith as Exhibit
(a)(1)).
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Valero Energy Partners LP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed on February 22, 2018 (incorporated by
reference).
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Valero Energy Partners LP’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed on November 5, 2018 (incorporated by
reference).
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(a)(6) |
Press release issued by Valero Energy Partners LP, dated January 10, 2019 (incorporated by reference to Exhibit 99.1 to Valero Energy Partners LP’s Current Report on Form 8-K filed on January 10, 2019).
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$3,000,000,000 5-Year Third Amended and Restated Revolving Credit Agreement, dated as of November 12, 2015, among Valero Energy Corporation, as
Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; and the lenders named therein (incorporated by reference to Exhibit 10.1 to Valero Energy Corporation’s Current Report on Form 8-K filed on November 13, 2015).
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Opinion of Jefferies LLC to the Conflicts Committee of the Board of Directors of Valero Energy Partners LP, dated October 18, 2018 (included as Annex C
to the Definitive Information Statement filed herewith as Exhibit (a)(1)).
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Discussion materials prepared by Jefferies LLC, dated October 4, 2018, for the Conflicts Committee of the Board of Directors of Valero Energy Partners
GP LLC.
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Discussion materials prepared by Jefferies LLC, dated October 8, 2018, for the Conflicts Committee of the Board of Directors of Valero Energy Partners
GP LLC.
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Presentation materials prepared by Jefferies LLC, dated October 18, 2018, for the Conflicts Committee of the Board of Directors of Valero Energy
Partners GP LLC.
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Presentation materials prepared by J.P. Morgan Securities LLC that were provided to Valero Energy Corporation management on September 17, 2018 and
subsequently provided to the Board of Directors of Valero Energy Corporation.
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Agreement and Plan of Merger, dated as of October 18, 2018, by and among Valero Energy Corporation, Forest Merger Sub, LLC, Valero Energy Partners LP
and Valero Energy Partners GP LLC (included as Annex A to the Definitive Information Statement filed herewith as Exhibit (a)(1)).
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Support Agreement, dated as of October 18, 2018, by and between Valero Energy Partners LP and Valero Terminaling and Distribution Company (included as
Annex B to the Definitive Information Statement filed herewith as Exhibit (a)(1)).
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Contribution Agreement, dated as of November 8, 2018, between Valero Terminaling and Distribution Company and Valero Forest Contribution LLC.
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(e)
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None.
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First Amended and Restated Agreement of Limited Partnership of Valero Energy Partners LP, dated as of December 16, 2013 (incorporated by reference to
Exhibit 3.1 to Valero Energy Partners LP’s Current Report on Form 8-K filed on December 20, 2013).
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Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Valero Energy Partners LP, dated as of December 19, 2017 (incorporated
by reference to Exhibit 3.01 to Valero Energy Partners LP’s Current Report on Form 8-K filed on December 19, 2017).
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Delaware Code Title 6 § 17-212.
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(g)
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None.
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(h)
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None.
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Dated: January 10, 2019
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VALERO ENERGY PARTNERS LP
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By:
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VALERO ENERGY PARTNERS GP LLC,
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its general partner
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By:
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/s/ Joseph W. Gorder
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Name:
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Joseph W. Gorder
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Title:
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Chief Executive Officer
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Dated: January 10, 2019
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VALERO ENERGY CORPORATION
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By:
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/s/ Joseph W. Gorder
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Name:
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Joseph W. Gorder
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Title:
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Chief Executive Officer and President
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Dated: January 10, 2019
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VALERO TERMINALING AND DISTRIBUTION COMPANY
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By:
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/s/ J. Stephen Gilbert
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Name:
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J. Stephen Gilbert
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Title:
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Senior Vice President and Secretary
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Dated: January 10, 2019
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VALERO ENERGY PARTNERS GP LLC
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By:
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/s/ Joseph W. Gorder
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Name:
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Joseph W. Gorder
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Title:
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Chief Executive Officer
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Dated: January 10, 2019
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VALERO FOREST CONTRIBUTION LLC
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By:
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/s/ Donna M. Titzman
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Name:
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Donna M. Titzman
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Title:
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Executive Vice President and Chief Financial Officer
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