39 Drop Down of Houston and St. Charles Terminal Services Business to VLP Operations • Crude oil, intermediates, and refined petroleum product terminaling services in Houston, Texas and Norco, Louisiana 3.6 million barrels of storage capacity on the Houston ship channel 10 million barrels of storage on the Mississippi River • 10-year terminaling agreements with VLO subsidiaries • Over 85% of revenue is contractually obligated by minimum volume commitments • Expected to contribute $75 million of EBITDA annually Operations • Crude oil, intermediates, and refined petroleum product terminaling services in Houston, Texas and Norco, Louisiana 3.6 million barrels of storage capacity on the Houston ship channel 10 million barrels of storage on the Mississippi River • 10-year terminaling agreements with VLO subsidiaries • Over 85% of revenue is contractually obligated by minimum volume commitments • Expected to contribute $75 million of EBITDA annually Financing • $671 million transaction closed on March 1, 2015 • $411 million in cash to VLO $211 million in cash from VLP’s balance sheet $200 million under VLP’s revolving credit facility • $160 million 5-year subordinated loan agreement with VLO • $100 million issuance of VLP units to VLO 1,908,100 million common units 38,941 general partner units Common and general partner units allocated in proportion to allow general partner to maintain its 2 percent interest Financing • $671 million transaction closed on March 1, 2015 • $411 million in cash to VLO $211 million in cash from VLP’s balance sheet $200 million under VLP’s revolving credit facility • $160 million 5-year subordinated loan agreement with VLO • $100 million issuance of VLP units to VLO 1,908,100 million common units 38,941 general partner units Common and general partner units allocated in proportion to allow general partner to maintain its 2 percent interest Transaction puts Valero on track to achieve $1 billion in drop-down transactions in 2015 |