VLP / Valero Energy Partners LP - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

VLP / Valero Energy Partners LP 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232 VALERO ENERGY PAR

Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002).

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Valero Energy Partners LP (the Company) on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 18 U

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer.

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this annual report on Form 10-K of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer.

Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph W. Gorder, certify that: 1. I have reviewed this annual report on Form 10-K of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u

VLP / Valero Energy Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. SIX )* Valero Energy Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 91914J102 (CUSIP Numbe

VLP / Valero Energy Partners LP 15-12B

15-12B 1 d610378d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36232 Valero Energy Partners LP (Exact

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 22, 2019, pursuant to the provisions of Rule 12d2-2 (a).

VLP / Valero Energy Partners LP POSAM

POS AM 1 s002623x4posam.htm POSAM As filed with the Securities and Exchange Commission on January 10, 2019 Registration No. 333-213305 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Valero Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 90-1

VLP / Valero Energy Partners LP S-8 POS

As filed with the Securities and Exchange Commission on January 10, 2019 Registration No.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

8-K 1 s002623x38k.htm 8K 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): January 10, 2019 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of

First Supplemental Indenture, dated as of January 10, 2019, among Valero Energy Partners LP, as issuer, Valero Energy Corporation, as parent guarantor, and U.S. Bank National Association, as trustee–incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K dated and filed January 10, 2019 (SEC File No. 1-36232).

EX-4.2 2 s002623x3ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE VALERO ENERGY PARTNERS LP, as Issuer VALERO ENERGY CORPORATION, as Parent Guarantor AND U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of January 10, 2019 Supplementing the Indenture dated as of November 30, 2016 FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of Jan

Valero Energy Corporation and Valero Energy Partners LP Announce Completion of Merger

Exhibit 99.1 Valero Energy Corporation and Valero Energy Partners LP Announce Completion of Merger SAN ANTONIO, January 10, 2019 – Valero Energy Corporation (NYSE: VLO) (“Valero”) and Valero Energy Partners LP (NYSE: VLP) (the “Partnership”) today announced the completion of the previously announced merger between the Partnership and a wholly owned subsidiary of Valero, pursuant to which Valero ac

VLP / Valero Energy Partners LP / VALERO ENERGY CORP/TX - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 8)* Under the Securities Exchange Act of 1934 Valero Energy Partners LP (Name of Issuer) Common units representing limited partnership interests (Title of Class of Securities) 91914J 102 (CUSIP Number) J. Stephen Gilbert One Valero Way San Antonio, TX 78249 Telephone: (210) 345-2000 (

VLP / Valero Energy Partners LP / VALERO ENERGY CORP/TX - SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Valero Energy Partners LP (Name of Issuer) VALERO ENERGY PARTNERS LP VALERO ENERGY CORPORATION VALERO TERMINALING AND DISTRIBUTION COMPANY VALERO ENERGY PARTNERS GP LLC VALERO FOREST CONTRIBUTION LLC (N

VLP / Valero Energy Partners LP DEFM14C

DEFM14C 1 s002506x3defm14c.htm DEFM14C TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:  o Preliminary Information Statement  o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d660020d8k.htm FORM 8-K 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): December 14, 2018 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdicti

VLP / Valero Energy Partners LP / VALERO ENERGY CORP/TX - FORM SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Valero Energy Partners LP (Name of Issuer) VALERO ENERGY PARTNERS LP VALERO ENERGY CORPORATION VALERO TERMINALING AND DISTRIBUTION COMPANY VALERO ENERGY PARTNERS GP LLC VALERO FOREST CONTRIBUTION LLC FO

VLP / Valero Energy Partners LP PREM14C

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement  o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))  o Definitive Information Statement Val

EX-99.(C)(5)

Exhibit (c)(5)

Delaware Revised Uniform Limited Partnership Act

Exhibit (f)(3) Delaware Revised Uniform Limited Partnership Act Delaware Code Title 6 § 17-212: A partnership agreement or an agreement of merger or consolidation or a plan of merger may provide that contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class or group or series of partners or partnership interest

VLP / Valero Energy Partners LP / VALERO ENERGY CORP/TX - FORM SC 13E3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Valero Energy Partners LP (Name of Issuer) VALERO ENERGY PARTNERS LP VALERO ENERGY CORPORATION VALERO TERMINALING AND DISTRIBUTION COMPANY VALERO ENERGY PARTNERS GP LLC VALERO FOREST CONTRIBUTION LLC FOREST MERGER SUB

EX-99.(C)(3)

EX-99.(C)(3) 3 s002506x2ex-c3.htm EXHIBIT (C)(3) Exhibit (c)(3)

EX-99.(C)(2)

Exhibit (c)(2)

EX-99.(C)(4)

EX-99.(C)(4) 4 s002506x2ex-c4.htm EXHIBIT (C)(4) Exhibit (c)(4)

CONTRIBUTION AGREEMENT

Exhibit (d)(3) Execution Version CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”), effective as of November 8, 2018, is made by and between Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC”) and Valero Forest Contribution LLC, a Delaware limited liability company (“Contribution Sub”).

Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002).

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Valero Energy Partners LP (the Company) on Form 10-Q for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer.

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

VLP / Valero Energy Partners LP 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232 VALERO EN

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer.

Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph W. Gorder, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Valero Energy Partners LP Reports Third Quarter 2018 Results

Exhibit 99.01 Valero Energy Partners LP Reports Third Quarter 2018 Results • Reported net income of $70 million and EBITDA of $104 million. • Reported net cash provided by operating activities of $89 million and distributable cash flow of $88 million. • Announced merger with Valero Energy Corporation (NYSE: VLO, “Valero”). SAN ANTONIO, October 25, 2018 – Valero Energy Partners LP (NYSE: VLP, the “

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 25, 2018 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Commissio

Valero Energy Corporation and Valero Energy Partners LP Announce Definitive Merger Agreement; Valero Energy Partners LP Declares Quarterly Distribution

EX-99.1 Exhibit 99.1 Valero Energy Corporation and Valero Energy Partners LP Announce Definitive Merger Agreement; Valero Energy Partners LP Declares Quarterly Distribution SAN ANTONIO, October 18, 2018 – Valero Energy Corporation (NYSE: VLO) (“Valero”) and Valero Energy Partners LP (NYSE: VLP) (the “Partnership”) today announced the execution of a definitive agreement and plan of merger (the “Mer

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.

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 18, 2018 BY AND AMONG VALERO ENERGY CORPORATION, FOREST MERGER SUB, LLC, VALERO ENERGY PARNERS LP AND VALERO ENERGY PARTNERS GP LLC TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; CONSTRUCTION 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 10 ARTICLE II THE MERGER 11 Section 2.1 The Merger and Surviving E

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d638399d8k.htm FORM 8-K 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): October 18, 2018 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdictio

Support Agreement, dated as of October 18, 2018, by and between Valero Energy Partners LP and Valero Terminaling and Distribution Company.

EX-10.1 3 d638399dex101.htm EX-10.1 Exhibit 10.1 Execution Version SUPPORT AGREEMENT THIS SUPPORT AGREEMENT, dated as of October 18, 2018 (this “Agreement”), is entered into by and between Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Valero Terminaling and Distribution Company, a Delaware corporation (the “Unitholder” and, together with the Partnership, the “P

VLP / Valero Energy Partners LP / VALERO ENERGY CORP/TX - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 7)* Under the Securities Exchange Act of 1934 Valero Energy Partners LP (Name of Issuer) Common units representing limited partnership interests (Title of Class of Securities) 91914J102 (CUSIP Number) Jay D. Browning One Valero Way San Antonio, TX 78249 Telephone: (210) 345-2

VLP / Valero Energy Partners LP 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232 VALERO ENERGY

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer.

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer.

Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph W. Gorder, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002).

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Valero Energy Partners LP (the Company) on Form 10-Q for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 18

Valero Energy Partners LP Reports Second Quarter 2018 Results

EX-99.01 2 vlpexh9901-q22018earningsr.htm EXHIBIT 99.01 SECOND QUARTER 2018 EARNINGS RELEASE Exhibit 99.01 Valero Energy Partners LP Reports Second Quarter 2018 Results • Reported net income of $64 million and EBITDA of $98 million. • Reported net cash provided by operating activities of $89 million and distributable cash flow of $80 million. • Declared cash distribution of $0.551 per unit, a 4.5

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 26, 2018 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 F

Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002).

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Valero Energy Partners LP (the Company) on Form 10-Q for the quarter ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 1

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer.

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer.

Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph W. Gorder, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

VLP / Valero Energy Partners LP 10-Q (Quarterly Report)

10-Q 1 vlpform10-qx03312018.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 vlpform8-kq12018earningsre.htm FORM 8-K FIRST QUARTER 2018 EARNINGS RELEASE 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): April 26, 2018 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaw

Valero Energy Partners LP Reports First Quarter 2018 Results

EX-99.01 2 vlpexh9901-q12018earningsr.htm EXHIBIT 99.01 FIRST QUARTER 2018 EARNINGS RELEASE Exhibit 99.01 Valero Energy Partners LP Reports First Quarter 2018 Results • Reported net income of $66 million and EBITDA of $97 million. • Reported net cash provided by operating activities of $86 million and distributable cash flow of $86 million. • Increased cash distribution to $0.5275 per unit, a 3.9

Form of Notes (included in Exhibit 4.2 above).

EX-4.2 Exhibit 4.2 VALERO ENERGY PARTNERS LP 4.500% Senior Notes due 2028 A single series of Securities is hereby established pursuant to Section 301 of the Indenture dated as of November 30, 2016 (the “Indenture”), between Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”), as follows (cap

Computation of Ratio of Earnings to Fixed Charges

EX-12.1 Exhibit 12.1 VALERO ENERGY PARTNERS LP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In Thousands) Pro Forma Fiscal Year Ended December 31, 2017 Earnings: Income before income tax expense $ 219,510 Add: Fixed charges 60,792 Amortization of capitalized interest 15 Less: Capitalized interest (619 ) Total earnings 279,698 Fixed charges: Interest and debt expense, net of cap

Underwriting Agreement dated March 26, 2018, by and among the Partnership, Valero Energy Partners GP LLC and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc. as representatives of the several underwriters named in Schedule 1 thereto.

EX-1.1 Exhibit 1.1 Execution Version VALERO ENERGY PARTNERS LP $500,000,000 4.500% Senior Notes due 2028 Underwriting Agreement March 26, 2018 Barclays Capital Inc. Credit Suisse Securities (USA) LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019

Financial Statements and Exhibits, Other Events

Form 8-K 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): March 26, 2018 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Co

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 4.500% Senior Notes due 2028 $500,000,000 $62,250

424B5 1 d505657d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-208052 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 4.500% Senior Notes due 2028 $500,000,000 $62,250 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933. (2) This “Cal

Pricing Term Sheet Valero Energy Partners LP Pricing Term Sheet $500,000,000 4.500% Senior Notes due 2028 Issuer: Valero Energy Partners LP Ratings:* Baa3 (Moody’s) / BBB- (S&P) / BBB- (Fitch) Pricing Date: March 26, 2018 Settlement Date:** March 29,

FWP 1 d505657dfwp.htm FWP Filed Pursuant to Rule 433 Registration No. 333-208052 March 26, 2018 Pricing Term Sheet Valero Energy Partners LP Pricing Term Sheet $500,000,000 4.500% Senior Notes due 2028 Issuer: Valero Energy Partners LP Ratings:* Baa3 (Moody’s) / BBB- (S&P) / BBB- (Fitch) Pricing Date: March 26, 2018 Settlement Date:** March 29, 2018 (T+3) Interest Payment Dates: March 15 and Septe

Subject to Completion, dated March 26, 2018

424B5 1 d505657d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-208052 The information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

EX-99.1 Exhibit 99.1 MATERIAL FEDERAL INCOME TAX CONSEQUENCES This section is a summary of the material tax considerations that may be relevant to prospective unitholders who are individual citizens or residents of the U.S. and, unless otherwise noted in the following discussion, is the opinion of Baker Botts L.L.P., counsel to our general partner and us, insofar as it relates to legal conclusions

Financial Statements and Exhibits, Other Events

8-K 1 d540004d8k.htm FORM 8-K 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): February 23, 2018 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdicti

Statements of Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.01 VALERO ENERGY PARTNERS LP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Year Ended December 31, 2017 2016 2015 2014 2013 Earnings: Income (loss) before income tax expense $ 239,768 $ 189,943 $ 71,563 $ (32,813 ) $ (23,969 ) Add: Fixed charges 40,534 18,251 8,521 1,352 714 Amortization of capitalized interest 15 4 1 — — Less: Capitalized interest (619

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer.

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this annual report on Form 10-K of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u

List of Subsidiaries of Valero Energy Partners LP.

EX-21.01 4 vlpexh2101-12312017.htm EXHIBIT 21.01 Exhibit 21.01 Subsidiaries (as of February 1, 2018) Name of Entity State of Incorporation/Organization PARKWAY PIPELINE LLC Delaware VALERO MKS LOGISTICS, L.L.C. Delaware VALERO PARTNERS CCTS, LLC Delaware VALERO PARTNERS CORPUS EAST, LLC Delaware VALERO PARTNERS CORPUS WEST, LLC Delaware VALERO PARTNERS EP, LLC Delaware VALERO PARTNERS HOUSTON, LLC

Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002).

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Valero Energy Partners LP (the Company) on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 18 U

Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer.

Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph W. Gorder, certify that: 1. I have reviewed this annual report on Form 10-K of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u

VLP / Valero Energy Partners LP 10-K (Annual Report)

10-K 1 vlpform10-kx12312017.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Consent of KPMG LLP.

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm The unitholders of Valero Energy Partners LP and the board of directors of Valero Energy Partners GP LLC: We consent to the incorporation by reference in the registration statement (No. 333-193348) on Form S-8 and (No. 333-208052 and 333-213305) on Form S-3 of Valero Energy Partners LP of our reports dated February 22, 2018, wi

Form of Restricted Unit Award Agreement (for independent directors) (2018 grant) under the Valero Energy Partners LP 2013 Incentive Compensation Plan.

Exhibit 10.18 RESTRICTED UNIT AWARD AGREEMENT This Restricted Unit Award Agreement (“Agreement”), effective as of January 4, 2018 (the “Grant Date”), is between Valero Energy Partners GP LLC (the “Company”) and (the “Participant”), a participant in the Valero Energy Partners LP 2013 Incentive Compensation Plan (the “Plan”). All capitalized terms contained in this Agreement shall have the definitio

Disclaimers This presentation contains forward-looking statements made by Valero Energy Corporation (“VLO” or “Valero”) and Valero Energy Partners LP (“VLP” or the “Partnership”) within the meaning of federal securities laws. These statements discuss

EX-99.01 2 d468069dex9901.htm EX-99.01 Investor Update February 2018 Exhibit 99.01 Disclaimers This presentation contains forward-looking statements made by Valero Energy Corporation (“VLO” or “Valero”) and Valero Energy Partners LP (“VLP” or the “Partnership”) within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations

VLP / Valero Energy Partners LP 8-K (Current Report)

8-K 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): February 14, 2018 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Comm

VLP / Valero Energy Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Five)* Valero Energy Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 91914J102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 vlpform8-k4q2017earningsre.htm FORM 8-K FOURTH QUARTER 2017 EARNINGS RELEASE 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): February 2, 2018 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) De

Valero Energy Partners LP Reports 2017 Fourth Quarter and Full Year Results

Exhibit Exhibit 99.01 Valero Energy Partners LP Reports 2017 Fourth Quarter and Full Year Results ? Reported net income attributable to partners of $64 million for the fourth quarter and $238 million for the year. ? Reported EBITDA attributable to the Partnership of $91 million for the quarter and $328 million for the year. ? Reported net cash provided by operating activities of $69 million for th

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 5, 2018 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

Disclaimers This presentation contains forward-looking statements made by Valero Energy Corporation (“VLO” or “Valero”) and Valero Energy Partners LP (“VLP” or the “Partnership”) within the meaning of federal securities laws. These statements discuss

EX-99.1 Investor Update January 2018 Exhibit 99.01 Disclaimers This presentation contains forward-looking statements made by Valero Energy Corporation (?VLO? or ?Valero?) and Valero Energy Partners LP (?VLP? or the ?Partnership?) within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or sta

Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Valero Energy Partners LP, dated December 19, 2017–incorporated by reference to Exhibit 3.01 to the Partnership’s Current Report on Form 8-K dated and filed December 19, 2017 (SEC File No. 1-36232).

EX-3.01 2 d466333dex301.htm EXHIBIT 3.01 Exhibit 3.01 AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VALERO ENERGY PARTNERS LP This AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VALERO ENERGY PARTNERS LP (this “Amendment”), dated as of December 19, 2017, is entered into by Valero Energy Partners GP LLC, a Delaware limited liabi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 d466333d8k.htm FORM 8-K 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): December 19, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdicti

VLP / Valero Energy Partners LP 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 vlpform8-kparkwayportarthur.htm 8-K 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): November 1, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other

Purchase and Sale Agreement (Parkway Pipeline), dated November 1, 2017, by and between Valero Terminaling and Distribution Company and Valero Energy Partners LP.

EX-10.01 2 vlpform8-kexhibit1001purch.htm EXHIBIT 10.01 Exhibit 10.01 PURCHASE AND SALE AGREEMENT (Parkway Pipeline) by and between VALERO TERMINALING AND DISTRIBUTION COMPANY, and VALERO ENERGY PARTNERS LP November 1, 2017 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II TRANSACTIONS 7 2.1 Assignment 7 2.2 Consideration 7 2.3 Proration of Certain Taxes 7 2.4 Certain Adju

Amendment and Restatement of Exhibits to Amended and Restated Services and Secondment Agreement, dated November 1, 2017, by and among Valero Services, Inc., Valero Refining Company-Tennessee, L.L.C., Valero Refining-Texas, L.P., and Valero Energy Partners GP LLC–incorporated by reference to Exhibit 10.06 to the Partnership’s Current Report on Form 8-K dated November 1, 2017 and filed November 2, 2017 (SEC File No. 1-36232).

Exhibit Exhibit 10.06 Amendment and Restatement of Exhibits to Amended and Restated Services and Secondment Agreement November 1, 2017 An Amended and Restated Services and Secondment Agreement was executed as of March 1, 2015 (the ? Amended and Restated Services and Secondment Agreement ?), among Valero Services, Inc., a Delaware corporation, Valero Refining Company-Tennessee, L.L.C., a Delaware l

Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement, dated November 1, 2017, by and among the parties thereto–incorporated by reference to Exhibit 10.04 to the Partnership’s Current Report on Form 8-K dated November 1, 2017 and filed November 2, 2017 (SEC File No. 1-36232).

EX-10.04 4 vlpform8-kexhibit1004sched.htm EXHIBIT 10.04 Exhibit 10.04 Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement November 1, 2017 An Amended and Restated Omnibus Agreement was executed as of July 1, 2014 (as the same may be amended, supplemented or modified from time to time, the “Agreement”) by and among Valero Energy Corporation, Valero Energy Partners LP an

Contribution Agreement (Port Arthur), dated November 1, 2017, by and between Valero Terminaling and Distribution Company and Valero Energy Partners LP.

Exhibit Exhibit 10.02 CONTRIBUTION AGREEMENT (Port Arthur) by and between VALERO TERMINALING AND DISTRIBUTION COMPANY, and VALERO ENERGY PARTNERS LP November 1, 2017 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II TRANSACTIONS 7 2.1 Assignment 7 2.2 Consideration. 8 2.3 Proration of Certain Taxes 8 2.4 Certain Adjustments 9 ARTICLE III CLOSING 9 3.1 Closing 9 3.2 Deliver

VLP / Valero Energy Partners LP / VALERO ENERGY CORP/TX - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 6)* Under the Securities Exchange Act of 1934 Valero Energy Partners LP (Name of Issuer) Common units representing limited partnership interests (Title of Class of Securities) 91914J102 (CUSIP Number) Jay D. Browning One Valero Way San Antonio, TX 78249 Telephone: (210) 345-2

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 vlp09302017q3form8-k.htm FORM 8-K THIRD QUARTER 2017 EARNINGS RELEASE 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): October 27, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware

Valero Energy Partners LP Reports Third Quarter 2017 Results

Exhibit Exhibit 99.01 Valero Energy Partners LP Reports Third Quarter 2017 Results • Reported net income attributable to partners of $58 million and EBITDA attributable to the Partnership of $79 million. • Reported net cash provided by operating activities of $79 million and distributable cash flow of $75 million. • Increased the cash distribution by 5.5 percent to $0.48 per unit, resulting in a d

Valero Energy Partners 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232 VALE

Valero Energy Partners LP Reports 2017 Second Quarter Results

EX-99.01 2 vlpexh9901-q22017earningsr.htm EXHIBIT 99.01 SECOND QUARTER 2017 EARNINGS RELEASE Exhibit 99.01 Valero Energy Partners LP Reports 2017 Second Quarter Results • Reported net income attributable to partners of $58 million and EBITDA attributable to the Partnership of $80 million. • Reported net cash provided by operating activities of $66 million and distributable cash flow of $63 million

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): July 28, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Com

Disclaimers This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forwa

EX-99.01 2 d407711dex9901.htm EX-99.01 Investor Presentation June 2017 Exhibit 99.01 Disclaimers This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. You can identify forward-looking statemen

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): June 27, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction (Commission (IRS Employer o

Valero Energy Partners LP 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232 VAL

VLP / Valero Energy Partners LP EX-32.01 - - EXHIBIT 32.01

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Valero Energy Partners LP (the Company) on Form 10-Q for the quarter ended March 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

VLP / Valero Energy Partners LP EX-31.01 - - EXHIBIT 31.01

Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph W. Gorder, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Valero Energy Partners LP 8-K (Current Report/Significant Event)

Document 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): April 28, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Co

Valero Energy Partners LP Reports 2017 First Quarter Results

Exhibit Exhibit 99.01 Valero Energy Partners LP Reports 2017 First Quarter Results ? Reported net income attributable to partners of $58 million and EBITDA attributable to the Partnership of $79 million. ? Reported net cash provided by operating activities of $75 million and distributable cash flow of $74 million. ? Increased cash distribution by 5.2 percent to $0.4275 per unit, with distribution

Safe Harbor Statement This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state o

EX-99.01 Investor Presentation April 2017 Exhibit 99.01 Safe Harbor Statement This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. You can identify forward-looking statements by words such as

Valero Energy Partners LP FORM 8-K (Current Report/Significant Event)

Form 8-K 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): April 3, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Com

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): February 28, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation)

Safe Harbor Statement This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state o

EX-99.01 Investor Presentation March 2017 Exhibit 99.01 Safe Harbor Statement This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. You can identify forward-looking statements by words such as

Valero Energy Partners LP 10-K (Annual Report)

Document FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph W. Gorder, certify that: 1. I have reviewed this annual report on Form 10-K of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Valero Energy Partners LP (the Company) on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 18 U

VALERO ENERGY PARTNERS LP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Year Ended December 31, 2016 2015 2014 2013 2012 Earnings: Income (loss) before income taxes $ 189,943 $ 71,563 $ (32,813 ) $ (23,969 ) $ (36,453

Exhibit 12.01 VALERO ENERGY PARTNERS LP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Year Ended December 31, 2016 2015 2014 2013 2012 Earnings: Income (loss) before income taxes $ 189,943 $ 71,563 $ (32,813 ) $ (23,969 ) $ (36,453 ) Add: Fixed charges 18,251 8,521 1,352 714 942 Amortization of capitalized interest 4 1 — — — Less: Capitalized interest (82 ) (31 ) —

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this annual report on Form 10-K of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u

Form of Restricted Unit Award Agreement (for independent directors) (2017 grant) under the Valero Energy Partners LP 2013 Incentive Compensation Plan–incorporated by reference to Exhibit 10.18 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2016 (SEC File No. 1-36232).

Exhibit 10.18 RESTRICTED UNIT AWARD AGREEMENT This Restricted Unit Award Agreement (“Agreement”), effective as of January 5, 2017 (the “Grant Date”), is between Valero Energy Partners GP LLC (the “Company”) and (the “Participant”), a participant in the Valero Energy Partners LP 2013 Incentive Compensation Plan (the “Plan”). All capitalized terms contained in this Agreement shall have the definitio

(as of February 23, 2017)

Exhibit 21.01 Subsidiaries (as of February 23, 2017) Name of Entity State of Incorporation/Organization VALERO MKS LOGISTICS, L.L.C. Delaware VALERO PARTNERS CCTS, LLC Delaware VALERO PARTNERS CORPUS EAST, LLC Delaware VALERO PARTNERS CORPUS WEST, LLC Delaware VALERO PARTNERS EP, LLC Delaware VALERO PARTNERS HOUSTON, LLC Delaware VALERO PARTNERS LOUISIANA, LLC Delaware VALERO PARTNERS LUCAS, LLC D

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm The Unitholders of Valero Energy Partners LP and the Board of Directors of Valero Energy Partners GP LLC We consent to the incorporation by reference in the registration statement Form S-8 (No. 333-193348) and Form S-3 (No. 333-208052 and 333-213305) of Valero Energy Partners LP and subsidiaries of our reports dated February 27

VLP / Valero Energy Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. - VLP 13G/A 12.31.16 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Four)* Valero Energy Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 91914J102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

Valero Energy Partners LP Reports 2016 Fourth Quarter and Full Year Results

Exhibit Exhibit 99.01 Valero Energy Partners LP Reports 2016 Fourth Quarter and Full Year Results ? Reported net income attributable to partners of $60 million and EBITDA attributable to the Partnership of $77 million for the fourth quarter. ? Reported net cash provided by operating activities of $68 million and distributable cash flow of $68 million for the fourth quarter. ? Delivered annual dist

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): February 2, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (

Valero Energy Partners LP FORM 8-K HEWITT SEGMENT - ITEMS 8.01 & 9.01 (Current Report/Significant Event)

Document 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): January 18, 2017 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (

Valero Energy Partners LP Announces Acquisition of Undivided Interest in the Red River Pipeline

EX-99.01 2 exhibit9901pressrelease.htm EXHIBIT 99.01 PRESS RELEASE Exhibit 99.01 Valero Energy Partners LP Announces Acquisition of Undivided Interest in the Red River Pipeline SAN ANTONIO, January 18, 2017—Valero Partners Wynnewood LLC, an indirect wholly owned subsidiary of Valero Energy Partners LP (NYSE: VLP, “the Partnership”) today announced that it has acquired a 40 percent undivided intere

Subordination Agreement dated December 9, 2016, between Valero Energy Partners LP and Valero Energy Corporation–incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K dated and filed December 9, 2016 (SEC File No. 1-36232).

EX-10.1 Exhibit 10.1 Execution Version SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (this ?Subordination Agreement?) is dated as of December 9, 2016, by and between Valero Energy Partners LP (the ?Borrower?) and Valero Energy Corporation, in its capacity as a lender (the ?Lender?) under each of (i) the Amended and Restated Subordinated Credit Agreement, dated as of November 12, 2015 (which

Terms and Form of 4.375% Senior Notes due 2026–incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K dated and filed December 9, 2016 (SEC File No. 1-36232).

EX-4.2 Exhibit 4.2 VALERO ENERGY PARTNERS LP 4.375% Senior Notes due 2026 A single series of Securities is hereby established pursuant to Section 301 of the Indenture dated as of November 30, 2016 (the ?Indenture?), between Valero Energy Partners LP, a Delaware limited partnership (the ?Partnership?), and U.S. Bank National Association, as Trustee (in such capacity, the ?Trustee?), as follows (cap

Valero Energy Partners LP FORM 8-K (Current Report/Significant Event)

Form 8-K 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): December 9, 2016 Valero Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (

J.P. MORGAN SECURITIES LLC VALERO ENERGY PARTNERS LP $500,000,000 4.375% Senior Notes due 2026 Underwriting Agreement December 2, 2016

EX-1.1 Exhibit 1.1 Execution Version J.P. MORGAN SECURITIES LLC VALERO ENERGY PARTNERS LP $500,000,000 4.375% Senior Notes due 2026 Underwriting Agreement December 2, 2016 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue

Financial Statements and Exhibits, Other Events

8-K 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): December 2, 2016 Valero Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Commi

VALERO ENERGY PARTNERS LP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In Thousands) Pro Forma Nine Months Ended September 30, 2016 Fiscal Year Ended December 31, 2015(a) Earnings: Income before income taxes $ 124,356 $ 65,808 Add

EX-12.1 Exhibit 12.1 VALERO ENERGY PARTNERS LP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In Thousands) Pro Forma Nine Months Ended September 30, 2016 Fiscal Year Ended December 31, 2015(a) Earnings: Income before income taxes $ 124,356 $ 65,808 Add: Fixed charges 11,983 8,521 Amortization of capitalized interest 3 1 Less: Capitalized interest (48 ) (31 ) Total Earnings $ 136

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 4.375% Senior Notes due 2026 $500,000,000 $57,950

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-208052 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 4.375% Senior Notes due 2026 $500,000,000 $57,950 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933. (2) This ?Calculation of Registration F

Pricing Term Sheet Valero Energy Partners LP Pricing Term Sheet $500,000,000 4.375% Senior Notes due 2026 Issuer: Valero Energy Partners LP Ratings:* Baa3 (Moody’s) / BBB- (S&P) / BBB- (Fitch) Pricing Date: December 2, 2016 Settlement Date:** Decembe

FWP Filed Pursuant to Rule 433 Registration No. 333-208052 December 2, 2016 Pricing Term Sheet Valero Energy Partners LP Pricing Term Sheet $500,000,000 4.375% Senior Notes due 2026 Issuer: Valero Energy Partners LP Ratings:* Baa3 (Moody?s) / BBB- (S&P) / BBB- (Fitch) Pricing Date: December 2, 2016 Settlement Date:** December 9, 2016 (T+5) Interest Payment Dates: June 15 and December 15, commencin

Subject to Completion, dated December 2, 2016

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-208052 The information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Com

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Emp

VALERO ENERGY PARTNERS LP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In Thousands) Nine Months Ended September 30, 2016 Year Ended December 31, (a) 2015 2014 2013 2012 2011 Earnings: Income before income taxes $ 129,812 $ 71,563

Exhibit 12.1 Exhibit 12.1 VALERO ENERGY PARTNERS LP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In Thousands) Nine Months Ended September 30, 2016 Year Ended December 31, (a) 2015 2014 2013 2012 2011 Earnings: Income before income taxes $ 129,812 $ 71,563 $ (32,813 ) $ (23,969 ) $ (36,453 ) $ (44,954 ) Add: Fixed charges 11,983 8,521 1,352 714 942 883 Amortization of capitaliz

Valero Energy Partners LP POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

Post-Effective Amendment No. 1 to Form S-3 Table of Contents As filed with the Securities and Exchange Commission on November 30, 2016 Registration No. 333-208052 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Valero Energy Partners LP (Exact name of registrant as specified i

Indenture, dated as of November 30, 2016, between Valero Energy Partners LP, as issuer, and U.S. Bank National Association, as trustee–incorporated by reference to Exhibit 4.1 to Valero Energy Partners LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration File No. 333-208052) filed November 30, 2016.

Exhibit 4.1 Exhibit 4.1 INDENTURE VALERO ENERGY PARTNERS LP AND U.S. BANK NATIONAL ASSOCIATION, as Trustee Indenture Dated as of November 30, 2016 Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of November 30, 2016 Trust Indenture Act Section Indenture Section Sec. 310(a)(1) 608 (a)(2) 608 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 608 (b

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Form 8-K 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): November 15, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation)

Investor Presentation

EX-99.01 Investor Presentation November 2016 Exhibit 99.01 2 Safe Harbor Statement This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. You can identify forward-looking statements by words su

Valero Energy Partners LP 8-K (Current Report/Significant Event)

Document 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): November 8, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (

Results of Operations (in thousands, except per unit amounts) Year Ended December 31, 2015 2014 Change Operating revenues – related party $ 243,624 $ 129,180 $ 114,444 Costs and expenses: Operating expenses 105,973 111,114 (5,141 ) General and admini

Exhibit Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this report to “Partnership,” “we,” “our,” “us,” or similar terms refer to Valero Energy Partners LP, one or more of its subsidiaries, or all of them taken as a whole. References to “our general partner” refer to Valero Energy Partners GP LLC, an indirect wholly owned subsidiary

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Year Ended December 31, 2015 2014 2013 2012 2011 Operating revenues – related party $ 243,624 $ 129,180 $ 124,985 $ 115,889 $ 90,933 Net income (loss) 71,312 (33,361 ) (25,403 ) (37,006 ) (45,338 ) Net income attributable to partners 131,878 59,281 2

Exhibit Exhibit 99.1 SELECTED FINANCIAL DATA The selected financial data shown in the table below was derived from the consolidated financial statements of the Partnership and from the combined financial statements of our Predecessor (defined below). The Partnership completed its IPO of 17,250,000 common units representing limited partner interests on December 16, 2013. We acquired from Valero the

Valero Energy Partners LP 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph W. Gorder, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 vlp9302016q3form8-k.htm FORM 8-K THIRD QUARTER 2016 EARNINGS RELEASE 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): October 27, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1

Valero Energy Partners LP Reports Third Quarter 2016 Results

Exhibit Exhibit 99.01 Valero Energy Partners LP Reports Third Quarter 2016 Results ? Reported net income attributable to partners of $52 million and EBITDA attributable to the Partnership of $66 million. ? Reported net cash provided by operating activities of $62 million and distributable cash flow of $62 million. ? Increased quarterly cash distribution 5.5 percent to $0.385 per unit, with distrib

Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $350,000,000

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-213305 Prospectus Supplement (To Prospectus dated September 1, 2016) Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $350,000,000 We have entered into an equity distribution agreement with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup

Valero Energy Partners LP 8-K (Current Report/Significant Event)

8-K 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 16, 2016 Valero Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction (Commission File Numbe

VALERO ENERGY PARTNERS LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $350,000,000 Equity Distribution Agreement

EX-1.1 Exhibit 1.1 VALERO ENERGY PARTNERS LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $350,000,000 Equity Distribution Agreement September 16, 2016 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 J.P. Morgan Securities LLC 383 Madison Avenue, 7th Floor New York, New York 10179 Merrill Lynch, Pierce, Fenner & Smith Incorporate

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8-K 1 form8-kx12312015supplement.htm 8-K 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 16, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or othe

Results of Operations (in thousands, except per unit amounts) Year Ended December 31, 2015 2014 Change Operating revenues – related party $ 243,624 $ 129,180 $ 114,444 Costs and expenses: Operating expenses 105,973 111,114 (5,141 ) General and admini

Exhibit Exhibit 99.2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this report to ?Partnership,? ?we,? ?our,? ?us,? or similar terms refer to Valero Energy Partners LP, one or more of its subsidiaries, or all of them taken as a whole. References to ?our general partner? refer to Valero Energy Partners GP LLC, an indirect wholly owned subsidiary

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EX-99.3 5 vlpexh993supplementalconso.htm EXHIBIT 99.3 Exhibit 99.3 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Unitholders of Valero Energy Partners LP and the Board of Directors of Valero Energy Partners GP LLC We have audited the accompanying supplemental consolidated balance sheets of Valero Energy Partners LP and its subsidiaries (

Year Ended December 31, 2015 2014 2013 2012 2011 Operating revenues – related party $ 243,624 $ 129,180 $ 124,985 $ 115,889 $ 90,933 Net income (loss) 71,312 (33,361 ) (25,403 ) (37,006 ) (45,338 ) Net income attributable to partners 131,878 59,281 2

EX-99.1 3 vlpexh991selectedfinancial.htm EXHIBIT 99.1 Exhibit 99.1 SELECTED FINANCIAL DATA The selected financial data shown in the table below was derived from the supplemental consolidated financial statements of the Partnership and from the combined financial statements of our Predecessor (defined below). The Partnership completed its IPO of 17,250,000 common units representing limited partner

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Contribution Agreement, dated September 1, 2016, by and between Valero Terminaling and Distribution Company and Valero Energy Partners LP–incorporated by reference to Exhibit 10.01 to the Partnership’s Current Report on Form 8-K dated and filed September 1, 2016 (SEC File No. 1-36232).

Exhibit Exhibit 10.01 CONTRIBUTION AGREEMENT by and between VALERO TERMINALING AND DISTRIBUTION COMPANY, and VALERO ENERGY PARTNERS LP September 1, 2016 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II TRANSACTIONS 7 2.1 Assignment 7 2.2 Consideration 8 2.3 Proration of Certain Taxes 8 2.4 Certain Adjustments 9 ARTICLE III CLOSING 9 3.1 Closing 9 3.2 Deliveries by VTDC 9

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Valero Energy Partners LP 8-K (Current Report/Significant Event)

Document 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 1, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation)

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Exhibit Exhibit 10.07 TERMINAL SERVICES SCHEDULE (Meraux Terminal) This Terminal Services Schedule (this ? Schedule ?) is entered into on the 1 st day of September, 2016 (the ? Effective Date ?) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (? Company ?) and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (? Customer ?) pursuant to the Master Te

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SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5)* Valero Energy Partners LP (Name of Issuer) Common units representing limited partnership interests (Title of Class of Securities) 91914J102 (CUSIP Number) Jay D. Browning One Valero Way San Antonio, TX 78249 Telephone: (210) 345-2

Valero Energy Partners LP ESP

CORRESP 1 filename1.htm August 31, 2016 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. H. Roger Schwall Mr. Kevin Dougherty Re: Valero Energy Partners LP Registration Statement on Form S-3 File No. 333-213305 Dear Mr. Schwall and Mr. Dougherty: Pursuant to Rule 461 promulgated under the Securities A

Valero Energy Partners LP S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on August 25, 2016 Registration No.

Valero Energy Partners LP S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on August 25, 2016 Registration No.

Valero Energy Partners LP 8-K (Current Report/Significant Event)

Document 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): August 10, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (C

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SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4)* Valero Energy Partners LP (Name of Issuer) Common units representing limited partnership interests (Title of Class of Securities) 91914J102 (CUSIP Number) Jay D. Browning One Valero Way San Antonio, TX 78249 Telephone: (210) 345-2

VLP / Valero Energy Partners LP / VALERO ENERGY CORP/TX - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4)* Valero Energy Partners LP (Name of Issuer) Common units representing limited partnership interests (Title of Class of Securities) 91914J102 (CUSIP Number) Jay D. Browning One Valero Way San Antonio, TX 78249 Telephone: (210) 345-2

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8-K 1 vlpform8-kx12312015retrosp.htm 8-K 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): August 4, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other ju

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Results of Operations (in thousands, except per unit amounts) Year Ended December 31, 2015 2014 Change Operating revenues – related party $ 243,624 $ 129,180 $ 114,444 Costs and expenses: Operating expenses 92,025 98,061 (6,036 ) General and administ

Exhibit Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this report to “Partnership,” “we,” “our,” “us,” or similar terms refer to Valero Energy Partners LP, one or more of its subsidiaries, or all of them taken as a whole. References to “our general partner” refer to Valero Energy Partners GP LLC, an indirect wholly owned subsidiary

Year Ended December 31, 2015 2014 2013 2012 2011 Operating revenues – related party $ 243,624 $ 129,180 $ 124,985 $ 115,889 $ 90,933 Net income (loss) 88,721 (17,248 ) (9,860 ) (23,388 ) (36,736 ) Net income attributable to partners 131,878 59,281 2,

Exhibit Exhibit 99.1 SELECTED FINANCIAL DATA The selected financial data shown in the table below was derived from the consolidated financial statements of the Partnership and from the combined financial statements of our Predecessor (defined below). The Partnership completed its IPO of 17,250,000 common units representing limited partner interests on December 16, 2013. We acquired from Valero the

Valero Energy Partners LP 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232 VALE

Valero Energy Partners LP Reports Second Quarter 2016 Results

Exhibit Exhibit 99.01 Valero Energy Partners LP Reports Second Quarter 2016 Results ? Reported net income attributable to partners of $49 million and EBITDA of $64 million. ? Reported net cash provided by operating activities of $59 million and distributable cash flow of $59 million, a 68 percent and 47 percent increase, respectively, compared to the second quarter of 2015. ? Increased cash distri

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Document 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): August 4, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Co

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Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Valero Energy Partners LP (the Company) on Form 10-Q for the quarter ended June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 18

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Exhibit Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circ

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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Safe Harbor Statement This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state o

EX-99.01 Investor Presentation May 2016 Exhibit 99.01 Safe Harbor Statement This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. You can identify forward-looking statements by words such as ?

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8-K 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): May 23, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Commissio

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10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232 VALERO

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Contribution Agreement, dated April 1, 2016, by and between Valero Terminaling and Distribution Company and Valero Energy Partners LP–incorporated by reference to Exhibit 10.01 to the Partnership’s Current Report on Form 8-K dated and filed April 1, 2016 (SEC File No. 1-36232).

Exhibit Exhibit 10.01 CONTRIBUTION AGREEMENT by and between VALERO TERMINALING AND DISTRIBUTION COMPANY, and VALERO ENERGY PARTNERS LP April 1, 2016 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II TRANSACTIONS 7 2.1 Assignment 7 2.2 Consideration 7 2.3 Proration of Certain Taxes 7 2.4 Certain Adjustments 8 ARTICLE III CLOSING 9 3.1 Closing 9 3.2 Deliveries by VTDC 9 3.3

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SC 13D Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 3)* Under the Securities Exchange Act of 1934 Valero Energy Partners LP (Name of Issuer) Common units representing limited partnership interests (Title of Class of Securities) 91914J102 (CUSIP Number) Jay D. Browning One Valero Way San Antonio, TX 78249 Telephon

Valero Energy Partners LP 10-K (Annual Report)

FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-36232 VALERO ENERGY PAR

Audit Committee Pre-Approval Policy–incorporated by reference to Exhibit 99.01 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 (SEC File No. 1-36232).

EX-99.01 10 vlpexh9901-12312015.htm EXHIBIT 99.01 Exhibit 99.01 VALERO ENERGY PARTNERS GP LLC Audit Committee Pre-Approval Policy I. Statement of Principles Pursuant to Section 10A of the Securities Exchange Act of 1934, as amended by Section 202 of the Sarbanes-Oxley Act of 2002 (“SOX Act”), the Audit Committee of the board of directors (the “Audit Committee”) of Valero Energy Partners GP LLC (th

Form of Restricted Unit Award Agreement (for independent directors) (2016 grant) under the Valero Energy Partners LP 2013 Incentive Compensation Plan–incorporated by reference to Exhibit 10.27 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 (SEC File No. 1-36232).

Exhibit 10.27 RESTRICTED UNIT AWARD AGREEMENT This Restricted Unit Award Agreement (“Agreement”), effective as of January 14, 2016 (the “Grant Date”), is between Valero Energy Partners GP LLC (the “Company”) and (the “Participant”), a participant in the Valero Energy Partners LP 2013 Incentive Compensation Plan (the “Plan”). All capitalized terms contained in this Agreement shall have the definiti

Amended and Restated Subordinated Credit Agreement, dated as of November 12, 2015, by and between Valero Energy Partners LP and Valero Energy Corporation and the parties named therein (amending and restating that certain $160 million Subordinated Credit Agreement dated March 2, 2015)–incorporated by reference to Exhibit 10.29 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 (SEC File No. 1-36232).

EX-10.29 3 vlpexh1029-12312015.htm EXHIBIT 10.29 Exhibit 10.29 Execution Version AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT dated as of November 12, 2015 among VALERO ENERGY PARTNERS LP, as the Borrower The GUARANTORS Party Hereto, and VALERO ENERGY CORPORATION, as the Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Defined Terms 1 Section 1.02 Classification of Borrowings

Subsidiaries of Valero Energy Partners LP (as of February 24, 2016) Name of Entity State of Incorporation/Organization VALERO MKS LOGISTICS, L.L.C. Delaware VALERO PARTNERS CCTS, LLC Delaware VALERO PARTNERS CORPUS EAST, LLC Delaware VALERO PARTNERS

Exhibit 21.01 Subsidiaries of Valero Energy Partners LP (as of February 24, 2016) Name of Entity State of Incorporation/Organization VALERO MKS LOGISTICS, L.L.C. Delaware VALERO PARTNERS CCTS, LLC Delaware VALERO PARTNERS CORPUS EAST, LLC Delaware VALERO PARTNERS CORPUS WEST, LLC Delaware VALERO PARTNERS EP, LLC Delaware VALERO PARTNERS HOUSTON, LLC Delaware VALERO PARTNERS LOUISIANA, LLC Delaware

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm The Unitholders of Valero Energy Partners LP and the Board of Directors of Valero Energy Partners GP LLC We consent to the incorporation by reference in the registration statements on Form S-8 (Registration No. 333-193348) and Form S-3 (Registration No. 333-208052) of Valero Energy Partners LP and subsidiaries of our reports da

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph W. Gorder, certify that: 1. I have reviewed this annual report on Form 10-K of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Valero Energy Partners LP (the Company) on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 18 U

Amended and Restated Subordinated Credit Agreement, dated as of November 12, 2015, by and between Valero Energy Partners LP and Valero Energy Corporation and the parties named therein (amending and restating that certain $395 million Subordinated Credit Agreement dated October 1, 2015)–incorporated by reference to Exhibit 10.30 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 (SEC File No. 1-36232).

Exhibit 10.30 Execution Version AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT dated as of November 12, 2015 among VALERO ENERGY PARTNERS LP, as the Borrower The GUARANTORS Party Hereto, and VALERO ENERGY CORPORATION, as the Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Defined Terms 1 Section 1.02 Classification of Borrowings 16 Section 1.03 Terms Generally 17 Section 1.04

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donna M. Titzman, certify that: 1. I have reviewed this annual report on Form 10-K of Valero Energy Partners LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u

VLP / Valero Energy Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. - VLP 13G/A 12.31.15 Passive Investment

SC 13G/A 1 vlp13g-a123115.htm VLP 13G/A 12.31.15 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Three)* Valero Energy Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 91914J102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this S

Valero Energy Partners LP Reports Solid Fourth Quarter 2015 and Full Year Results

Exhibit Exhibit 99.01 Valero Energy Partners LP Reports Solid Fourth Quarter 2015 and Full Year Results ? Reported fourth quarter 2015 EBITDA of $57 million and distributable cash flow of $53 million ? Delivered annual distribution growth of 27 percent in 2015 ? Reported 2.33x coverage ratio for the fourth quarter of 2015 ? Targeting 25 percent annual distribution growth through 2017 ? Expanded re

Valero Energy Partners FORM 8-K FOURTH QUARTER 2015 EARNINGS RELEASE (Current Report/Significant Event)

8-K 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): February 4, 2016 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Commi

J.P. MORGAN SECURITIES LLC VALERO ENERGY PARTNERS LP 4,250,000 Common Units Representing Limited Partner Interests Underwriting Agreement

EX-1.1 Exhibit 1.1 Execution Version J.P. MORGAN SECURITIES LLC VALERO ENERGY PARTNERS LP 4,250,000 Common Units Representing Limited Partner Interests Underwriting Agreement November 19, 2015 J.P. Morgan Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Valero En

Valero Energy Partners 8-K (Current Report/Significant Event)

8-K 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): November 19, 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) (Comm

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee(1) Common Units Representing Limi

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-208052 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee(1) Common Units Representing Limited Partner Interests 4,887,500 $46.25 $226,046,875 $22,763 (1) A

Subject to Completion, dated November 18, 2015

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-208052 The information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Com

Valero Energy Partners S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 16, 2015 Registration No.

Amended and Restated Credit Agreement, dated as of November 12, 2015, among Valero Energy Partners LP as Borrower; JPMorgan Chase Bank, N.A. as Administrative Agent; and the lenders named therein–incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K dated November 12, 2015, and filed November 13, 2015 (SEC File No. 1-36232).

Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 12, 2015 among VALERO ENERGY PARTNERS LP, The GUARANTORS Party Hereto, and The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A., as Syndication Agent and BARCLAYS BANK PLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., MIZUHO BANK, LTD., and WELLS FARGO BANK, NATIONAL ASSOC

Valero Energy Partners 8-K (Current Report/Significant Event)

8-K 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): November 12, 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) (Comm

Valero Energy Partners FORM 8-K THIRD QUARTER 2015 EARNINGS RELEASE (Current Report/Significant Event)

8-K 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): October 30, 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) (Commi

Valero Energy Partners LP Reports Third Quarter 2015 Results

Exhibit Exhibit 99.01 Valero Energy Partners LP Reports Third Quarter 2015 Results • Third quarter 2015 EBITDA of $43.6 million and distributable cash flow of $41.9 million • Cash distribution for third quarter 2015 increased to $0.3075 per unit • Acquired Corpus Christi Terminal Services Business on October 1, 2015 for $465 million SAN ANTONIO, October 30, 2015 - Valero Energy Partners LP (NYSE:

VLP / Valero Energy Partners LP / VALERO ENERGY CORP/TX - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 2)* Under the Securities Exchange Act of 1934 Valero Energy Partners LP (Name of Issuer) Common units representing limited partnership interests (Title of Class of Securities) 91914J102 (CUSIP Number) Jay D. Browning One Valero Way San Antonio, TX 78249 Telephone: (210) 345-2

LEASE AND ACCESS AGREEMENT (Corpus Christi East Terminal)

EXHIBIT 10.08 LEASE AND ACCESS AGREEMENT (Corpus Christi East Terminal) THIS LEASE AND ACCESS AGREEMENT (this “ Lease ”) is made and entered into to be effective as of the 1 st day of October, 2015 (the “ Effective Date ”), between Valero Refining-Texas, L.P., a Texas limited partnership (herein called “ Lessor ”), and Valero Partners Corpus East, LLC, a Delaware limited liability company (herein

Amendment and Restatement of October 1, 2015

EX-10.05 4 ex1005vlpexhibitstoservice.htm EXHIBIT 10.05 EXHIBIT 10.05 Amendment and Restatement of Exhibits to Amended and Restated Services and Secondment Agreement October 1, 2015 An Amended and Restated Services and Secondment Agreement was executed as of March 1, 2015 (the “Amended and Restated Services and Secondment Agreement”), among Valero Services, Inc., a Delaware corporation, Valero Ref

Valero Energy Partners 8-K (Current Report/Significant Event)

8-K 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): October 1, 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) (Commis

Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement October 1, 2015

Exhibit Exhibit 10.03 Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement October 1, 2015 An Amended and Restated Omnibus Agreement was executed as of July 1, 2014 (as the same may be amended, supplemented or modified from time to time, the ? Omnibus Agreement ?) by and among Valero Energy Corporation, Valero Energy Partners LP and the other parties thereto. Capitalize

TRANSACTION AGREEMENT by and between VALERO TERMINALING AND DISTRIBUTION COMPANY, VALERO ENERGY PARTNERS LP October 1, 2015 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II TRANSACTIONS 7 2.1 Assignment 7 2.2 Consideration 8

Exhibit EXHIBIT 10.01 TRANSACTION AGREEMENT by and between VALERO TERMINALING AND DISTRIBUTION COMPANY, and VALERO ENERGY PARTNERS LP October 1, 2015 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II TRANSACTIONS 7 2.1 Assignment 7 2.2 Consideration 8 2.3 Proration of Certain Taxes 8 2.4 Certain Adjustments 9 ARTICLE III CLOSING 9 3.1 Closing 9 3.2 Deliveries by VTDC 9 3.3

TERMINAL SERVICES SCHEDULE (Corpus East and West Terminals)

Exhibit EXHIBIT 10.07 TERMINAL SERVICES SCHEDULE (Corpus East and West Terminals) This Terminal Services Schedule (this ? Schedule ?) is entered into on the 1 st day of October, 2015 (the ? Effective Date ?) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (? Company ?) and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (? Customer ?) pursuant to

Results of Operations (in thousands, except per unit amounts) Year Ended December 31, 2014 2013 Change Operating revenues – related party $ 129,180 $ 124,985 $ 4,195 Costs and expenses: Operating expenses 70,507 68,529 1,978 General and administrativ

Exhibit Exhibit 99.2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this report to the ?Partnership,? ?we,? ?us,? or ?our? refer to Valero Energy Partners LP, one or more of its subsidiaries, or all of them taken as a whole. References in this report to ?Valero? refer collectively to Valero Energy Corporation and its subsidiaries, other than Val

Valero Energy Partners 8-K (Current Report/Significant Event)

8-K 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) (Com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.3 5 vlpexh993auditedconsolfins.htm EXHIBIT 99.3 Exhibit 99.3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Unitholders of Valero Energy Partners LP and the Board of Directors of Valero Energy Partners GP LLC We have audited the accompanying consolidated balance sheets of Valero Energy Partners LP and its subsidiaries (the Partnership) as of December 31, 2014 and 2013, and the r

Year Ended December 31, 2014 2013 2012 2011 Operating revenues – related party $ 129,180 $ 124,985 $ 115,889 $ 90,933 Net income (loss) 19,207 22,515 13,138 (1,948 ) Net income per limited partner unit – basic and diluted: Common units 1.01 0.03 n/a

Exhibit Exhibit 99.1 SELECTED FINANCIAL DATA The selected financial data shown in the table below was derived from the consolidated financial statements of Valero Energy Partners LP (the Partnership) and from the combined financial statements of our Predecessor (defined below). The Partnership completed its initial public offering (the Offering) of 17,250,000 common units representing limited part

Valero Energy Partners LP Reports Second Quarter 2015 Results

Exhibit 99.01 Valero Energy Partners LP Reports Second Quarter 2015 Results • Second quarter 2015 EBITDA of $42.7 million and distributable cash flow of $40.1 million • Cash distribution for second quarter 2015 increased to $0.2925 per unit SAN ANTONIO, August 5, 2015 - Valero Energy Partners LP (NYSE: VLP, the Partnership), today reported second quarter 2015 net income attributable to partners of

Valero Energy Partners FORM 8-K SECOND QUARTER 2015 EARNINGS RELEASE (Current Report/Significant Event)

VLP Form 8-K Q2 - 6.30.2015 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): August 5, 2015 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of

Valero Energy Partners LP Reports 2015 First Quarter Results

Exh 99.01 VLP Earnings Release - 3.31.2015 Exhibit 99.01 Valero Energy Partners LP Reports 2015 First Quarter Results • First quarter 2015 EBITDA of $27.8 million and distributable cash flow of $27.5 million • Increased the first quarter 2015 cash distribution to $0.2775 per unit, or 31 percent above the first quarter 2014 cash distribution • Acquired the Houston and St. Charles Terminal Services

Valero Energy Partners FORM 8-K FIRST QUARTER 2015 EARNINGS RELEASE (Current Report/Significant Event)

VLP 1Q Form 8-K - 3.31.2015 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): May 5, 2015 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of in

Joint Filing Statement

EX-99.H 3 d894169dex99h.htm EX-99.H EXHIBIT H Joint Filing Statement We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be termi

VLP / Valero Energy Partners LP / VALERO ENERGY CORP/TX - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Valero Energy Partners LP (Name of Issuer) Common units representing limited partnership interests (Title of Class of Securities) 91914J102 (CUSIP Number) Jay D. Browning One Valero Way San Antonio, TX 78249 Telephone: (210) 345-2

Principal Occupation

EX-99.A 2 d894169dex99a.htm EX-99.A EXHIBIT A Directors and Executive Officers of Valero Energy Corporation Name Principal Occupation Citizenship Joseph W. Gorder Chairman of the Board, President and Chief Executive Officer United States Jerry D. Choate Director United States Deborah P. Majoras Director United States Donald L. Nickles Director United States Philip J. Pfeifer Director United States

CONTRIBUTION AGREEMENT by and among VALERO REFINING-NEW ORLEANS, L.L.C., VALERO TERMINALING AND DISTRIBUTION COMPANY, as Contributors, VALERO ENERGY PARTNERS LP March 1, 2015 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II

VLP Form 8-K Exhibit 10.01 Drop 2 EXHIBIT 10.01 Execution Version CONTRIBUTION AGREEMENT by and among VALERO REFINING-NEW ORLEANS, L.L.C., and VALERO TERMINALING AND DISTRIBUTION COMPANY, as Contributors, and VALERO ENERGY PARTNERS LP March 1, 2015 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II Contributions 8 2.1 Contributions 8 2.2 Consideration and General Partner Un

TERMINAL SERVICES SCHEDULE (Houston Terminal)

VLP Form 8-K Exhibit 10.06 Drop 2 EXHIBIT 10.06 TERMINAL SERVICES SCHEDULE (Houston Terminal) This Terminal Services Schedule (this ? Schedule ?) is entered into on the 1 st day of March, 2015 (the ? Effective Date ?) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (? Company ?) and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (? Customer ?) pu

Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement March 1, 2015

VLP Form 8-K Exhibit 10.03 Drop 2 EXHIBIT 10.03 Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement March 1, 2015 An Amended and Restated Omnibus Agreement was executed as of July 1, 2014 (as the same may be amended, supplemented or modified from time to time, the ? Omnibus Agreement ?), among Valero Energy Corporation, Valero Marketing and Supply Company, Valero Partn

TERMINAL SERVICES SCHEDULE (St. Charles Terminal)

VLP Form 8-K Exhibit 10.07 Drop 2 EXHIBIT 10.07 TERMINAL SERVICES SCHEDULE (St. Charles Terminal) This Terminal Services Schedule (this ? Schedule ?) is entered into on the 1 st day of March, 2015 (the ? Effective Date ?) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (? Company ?) and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (? Customer ?

Valero Energy Partners 8-K (Current Report/Significant Event)

VLP Form 8-K Drop 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Services and Secondment Agreement, dated March 1, 2015, by and among Valero Services, Inc., Valero Refining Company-Tennessee, L.L.C., Valero Refining-Texas, L.P., and Valero Energy Partners GP LLC–incorporated by reference to Exhibit 10.04 to the Partnership’s Current Report on Form 8-K dated March 1, 2015, and filed March 5, 2015 (SEC File No. 1-36232).

VLP Form 8-K Exhibit 10.04 Drop 2 EXHIBIT 10.04 AMENDED AND RESTATED SERVICES AND SECONDMENT AGREEMENT This Amended and Restated Services and Secondment Agreement (this ? Agreement ?), is entered into on March 1, 2015 (the ? Amendment Effective Date ?), among Valero Services, Inc., a Delaware corporation (? VSI ?), Valero Refining Company-Tennessee, L.L.C., a Delaware limited liability company (?

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): March 3, 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) (Commissi

Barclays MLP Corporate Access Day

EX-99.1 Barclays MLP Corporate Access Day March 2015 Exhibit 99.01 Safe Harbor Statement 2 This presentation contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. You can identify forward-looking statements by

VLP / Valero Energy Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. - VALERO ENERGY PARTNERS 13G/A 12.31.14 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Two)* Valero Energy Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 91914J102 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

Valero Energy Partners LP Reports 2014 Fourth Quarter and Full Year Results

Exhibit 99.01 Valero Energy Partners LP Reports 2014 Fourth Quarter and Full Year Results • Fourth quarter EBITDA of $23.7 million and distributable cash flow of $22.6 million • Increased the fourth quarter cash distribution to $0.266 per common unit, or 25 percent above the minimum quarterly distribution and 11 percent over the third quarter 2014 cash distribution • Expect $1 billion of acquisiti

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 5, 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) (Commissio

Valero Energy Partners LP Reports Third Quarter 2014 Results

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Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2014 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2014 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

Valero Energy Partners LP Reports Second Quarter 2014 Results

EX-99.01 2 exh9901vlp2q2014earningsre.htm EXH 99.01 SECOND QUARTER 2014 EARNINGS RELEASE Exhibit 99.01 Valero Energy Partners LP Reports Second Quarter 2014 Results SAN ANTONIO, August 11, 2014 - Valero Energy Partners LP (NYSE: VLP, the Partnership), today reported second quarter 2014 net income of $12.2 million, or $0.21 per limited partner unit. The Partnership generated earnings before interes

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 3 vlpform8-kaexhibit991.htm EXH 99.1 HISTORICAL FINANCIAL STATEMENTS EXHIBIT 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Unitholders of Valero Energy Partners LP and the Board of Directors of Valero Energy Partners GP LLC We have audited the accompanying combined balance sheet of the Texas Crude Systems Business as of December 31, 2013, and the related combined stateme

VALERO ENERGY PARTNERS LP UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

EX-99.2 4 vlpform8-kaexhibit992.htm EXH 99.2 PRO FORMA FINANCIAL STATEMENTS EXHIBIT 99.2 VALERO ENERGY PARTNERS LP UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Set forth on the following pages are the unaudited pro forma consolidated balance sheet as of March 31, 2014 and the unaudited pro forma consolidated statements of income for the three months ended March 31, 2014 and the years ende

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2014 VALERO ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of incorpora

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SC 13G/A 1 sc13g.htm VALERO 13G/A 6.30.14 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Valero Energy Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 91914J102 (CUSIP Number) June 30, 2014 (Date of Event Which Requires Filing of this Statement) Check

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Amendment No. 1 to Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 1, 2014 Valero Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or oth

PURCHASE AND SALE AGREEMENT (McKee Crude System, Three Rivers Crude System and Wynnewood Products System) by and among THE SHAMROCK PIPE LINE CORPORATION, VALERO PLAINS COMPANY LLC VALERO TERMINALING AND DISTRIBUTION COMPANY, as Sellers, VALERO PARTN

EX-10.1 Exhibit 10.1 PURCHASE AND SALE AGREEMENT (McKee Crude System, Three Rivers Crude System and Wynnewood Products System) by and among THE SHAMROCK PIPE LINE CORPORATION, VALERO PLAINS COMPANY LLC and VALERO TERMINALING AND DISTRIBUTION COMPANY, as Sellers, and VALERO PARTNERS NORTH TEXAS, LLC, VALERO PARTNERS SOUTH TEXAS, LLC and VALERO PARTNERS OPERATING CO. LLC, as Buyers Dated as of July

AMENDMENT NUMBER ONE TO SERVICES AND SECONDMENT AGREEMENT

EX-10.3 Exhibit 10.3 AMENDMENT NUMBER ONE TO SERVICES AND SECONDMENT AGREEMENT This Amendment Number One to Services and Secondment Agreement (this “Amendment”) is entered into on, and effective as of, July 1, 2014, among Valero Services, Inc., a Delaware corporation (“VSI”), Valero Refining Company-Tennessee, L.L.C., a Delaware limited liability company (“VRCT”), and Valero Energy Partners GP LLC

TRANSPORTATION SERVICES SCHEDULE (McKee Crude System)

EX-10.6 Exhibit 10.6 TRANSPORTATION SERVICES SCHEDULE (McKee Crude System) This Transportation Services Schedule (this “Schedule”) is entered into on the 1st day of July, 2014 (the “Effective Date”) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Carrier”), and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Shipper”), pursuant to the Master T

TRANSPORTATION SERVICES SCHEDULE (Wynnewood Pipeline System)

EX-10.9 8 d749291dex109.htm EX-10.9 Exhibit 10.9 TRANSPORTATION SERVICES SCHEDULE (Wynnewood Pipeline System) This Transportation Services Schedule (this “Schedule”) is entered into on the 1st day of July, 2014 (the “Effective Date”) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Carrier”), and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“

TRANSPORTATION SERVICES SCHEDULE (Three Rivers Crude System)

EX-10.7 Exhibit 10.7 TRANSPORTATION SERVICES SCHEDULE (Three Rivers Crude System) This Transportation Services Schedule (this “Schedule”) is entered into on the 1st day of July, 2014 (the “Effective Date”) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Carrier”), and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Shipper”), pursuant to the M

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d749291d8k.htm 8-K 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): July 1, 2014 Valero Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-36232 90-1006559 (State or other jurisdiction of inco

TERMINAL SERVICES SCHEDULE (Wynnewood Terminal)

EX-10.8 Exhibit 10.8 TERMINAL SERVICES SCHEDULE (Wynnewood Terminal) This Terminal Services Schedule (this “Schedule”) is entered into on the 1st day of July, 2014 (the “Effective Date”) by and between VALERO PARTNERS OPERATING CO. LLC, a Delaware limited liability company (“Company”) and VALERO MARKETING AND SUPPLY COMPANY, a Delaware corporation (“Customer”) pursuant to the Master Terminal Servi

Amended and Restated Omnibus Agreement dated July 1, 2014, by and among Valero Energy Corporation, Valero Marketing and Supply Company, Valero Terminaling and Distribution Company, The Premcor Refining Group Inc., The Premcor Pipeline Co., Valero Energy Partners LP, Valero Energy Partners GP LLC, Valero Partners Operating Co. LLC, Valero Partners EP, LLC, Valero Partners Lucas, LLC, Valero Partners Memphis, LLC, Valero Partners North Texas, LLC, Valero Partners South Texas, LLC, and Valero Partners Wynnewood, LLC–incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K dated and filed July 1, 2014 (SEC File No. 1-36232).

EX-10.2 Exhibit 10.2 AMENDED AND RESTATED OMNIBUS AGREEMENT This Amended and Restated Omnibus Agreement (“Agreement”) is entered into on, and effective as of, July 1, 2014, among Valero Energy Corporation, a Delaware corporation (“Valero”), Valero Marketing and Supply Company, a Delaware corporation (“VMSC”), Valero Terminaling and Distribution Company, a Delaware corporation (“VTDC”), The Premcor