UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2015
VALERO ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
| Delaware | 1-36232 | 90-1006559 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
One Valero Way San Antonio, Texas | 78249 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (210) 345-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 8.01 Other Events.
Effective March 1, 2015, Valero Energy Partners LP (the Partnership) entered into a contribution agreement pursuant to which subsidiaries of Valero Energy Corporation contributed to the Partnership two subsidiaries that own and operate crude oil, intermediates, and refined petroleum products terminals supporting Valero’s Houston Refinery (in Houston, Texas) and St. Charles Refinery (in Norco, Louisiana) (the Houston and St. Charles Terminal Services Business). The acquisition of the Houston and St. Charles Terminal Services Business (the Acquisition) was accounted for as a transfer of businesses between entities under common control, which requires it to be accounted for as though the transfer had occurred at the beginning of the period of transfer, and prior period financial statements and financial information are retrospectively adjusted to furnish comparative information. Accordingly, the Partnership is providing financial statements and related notes with retrospective adjustments to include the historical results of operations and financial position of the Acquisition for all periods presented in the Partnership’s 2014 Form 10-K filed with the Securities and Exchange Commission on February 27, 2015 (the Partnership’s 2014 Form 10-K).
Included herein as Exhibit 99.3 are the audited consolidated financial statements of the Partnership as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014. These audited consolidated financial statements have been retrospectively adjusted for the Acquisition. These audited consolidated financial statements update Item 8 in the Partnership’s 2014 Form 10-K. Also included herein as Exhibit 99.1 is the Selected Financial Data, which is derived from the audited consolidated financial statements and updates Item 6 in the Partnership’s 2014 Form 10-K. Included herein as Exhibit 99.2 is Management’s Discussion and Analysis of Financial Condition and Results of Operations, which relates to the audited consolidated financial statements and updates Item 7 in the Partnership’s 2014 Form 10-K.
The revised items of the Partnership’s 2014 Form 10-K described above have been updated solely for the acquisition of the Houston and St. Charles Terminal Services Business, and such items have not been revised for any other activities or events occurring after the date these items were originally presented.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 23.1 | Consent of KPMG LLP. |
| 99.1 | Selected Financial Data. |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| 99.3 | Audited Consolidated Financial Statements of Valero Energy Partners LP. |
| 101 | Interactive Data Files. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VALERO ENERGY PARTNERS LP | |||
| By: | Valero Energy Partners GP LLC | ||
| its general partner | |||
| Date: | September 24, 2015 | By: | /s/ Donna M. Titzman |
| Donna M. Titzman | |||
| Senior Vice President, Chief Financial Officer, | |||
| and Treasurer | |||
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Exhibit Index
| Exhibit No. | Description |
| 23.1 | Consent of KPMG LLP. |
| 99.1 | Selected Financial Data. |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| 99.3 | Audited Consolidated Financial Statements of Valero Energy Partners LP. |
| 101 | Interactive Data Files. |
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