Filed Pursuant to Rule 433
Registration No. 333-157867
February 3, 2010
Valero Energy Corporation
Pricing Term Sheet
$400 million 4.500% Notes due 2015
$850 million 6.125% Notes due 2020
| | | | | |
| Issuer: | | Valero Energy Corporation |
| Ratings:* | | Baa2 (negative outlook) (Moody’s) / BBB (negative outlook) (S&P) / BBB (negative outlook) (Fitch) |
| Pricing Date: | | February 3, 2010 |
| Settlement Date: | | February 8, 2010 (T+3) |
| Interest Payment Dates: | | February 1 and August 1, commencing August 1, 2010 |
| Denominations: | | $2,000 x 1,000 |
| Principal Amount: | | US $400,000,000 | | US $850,000,000 |
| Title: | | 4.500% Notes due 2015 | | 6.125% Notes due 2020 |
| Maturity: | | February 1, 2015 | | February 1, 2020 |
| Benchmark Treasury: | | 2.250% notes due January 31, 2015 | | 3.375% notes due November 15, 2019 |
| Benchmark Treasury Yield: | | 2.410% | | 3.711% |
| Spread to Benchmark Treasury: | | T+215 bps | | T+250 bps |
| Coupon: | | 4.500% | | 6.125% |
| Price to Public: | | 99.736% | | 99.369% |
| Yield to Maturity: | | 4.560% | | 6.211% |
| Make-Whole Call: | | T+35 bps | | T+40 bps |
| CUSIP/ISIN: | | 91913YAQ3 / US91913YAQ35 | | 91913YAR1 / US91913YAR18 |
| Joint-Book-running managers: | | Barclays Capital Inc. |
| | | Banc of America Securities LLC |
| | | Citigroup Global Markets Inc. |
| | | Credit Suisse Securities (USA) LLC |
| | | J.P. Morgan Securities Inc. |
| Co-Managers: | | BNP Paribas Securities Corp. |
| | | Calyon Securities (USA) Inc. |
| | | Daiwa Securities America Inc. |
| | | Mitsubishi UFJ Securities (USA), Inc. |
| | | Mizuho Securities USA Inc. |
| | | Morgan Stanley & Co. Incorporated |
| | | RBC Capital Markets Corporation |
| | | RBS Securities Inc. |
| | | Scotia Capital (USA) Inc. |
| | | SunTrust Robinson Humphrey, Inc. |
| | | UBS Securities LLC |
| | | Wells Fargo Securities, LLC |
| | |
| * | | 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. |
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 Barclays Capital Inc. toll free at 1-888-603-5847, Citigroup Global Markets Inc. at 1-877-858-5407 or J.P. Morgan Securities Inc. collect at 1-212-834-4533.
This pricing term sheet supplements the preliminary form of prospectus supplement issued by Valero Energy Corporation on February 3, 2010 relating to their prospectus dated March 12, 2009.
