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 19, 2006
Valero L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1-16417
(Commission
File Number)
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74-2956831
(I.R.S. Employer
Identification No.) |
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One Valero Way
San Antonio, Texas
(Address of principal executive offices)
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78249
(Zip Code) |
Registrant’s telephone number, including area code: (210) 345-2000
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Non-Compete Agreement. On July 19, 2006, Valero L.P. (the “Partnership”) entered into a
Non-Compete Agreement with Valero GP Holdings, LLC, Riverwalk Logistics, L.P., and Valero GP, LLC
(the “Non-Compete Agreement”). The Non-Compete Agreement will not be effective until Valero GP
Holdings, LLC is no longer subject to the Amended and Restated Omnibus Agreement, as described
under Item 1.01 of the Partnership’s Form 8-K (File No. 1-16417) filed with the Securities and
Exchange Commission on April 5, 2006. Valero GP Holdings, LLC will have a right of first refusal
with respect to the potential acquisition of general partner and other equity interests in publicly
traded partnerships under common ownership with the general partner interest. The Partnership will
have a right of first refusal with respect to the potential acquisition of assets that relate to
the transportation, storage or terminalling of crude oil, feedstocks or refined petroleum products
(including petrochemicals) in the United States and internationally. With respect to any other
business opportunities, neither the Partnership nor Valero GP Holdings, LLC are prohibited from
engaging in any business, even if the Partnership and Valero GP Holdings, LLC would have a conflict
of interest with respect to such other business opportunity. Valero GP, LLC’s conflicts committee
has approved the terms of the Non-Compete Agreement. A copy of the Non-Compete Agreement is filed
as Exhibit 10.01 to this Form 8-K and is incorporated herein by reference.
Administration Agreement. On July 19, 2006, in connection with the initial public
offering of Valero GP Holdings, LLC (“Valero GP Holdings”), Valero GP, LLC, the general partner of
the general partner of the Partnership, entered into an Administration Agreement with Valero GP
Holdings (the “Administration Agreement”). The Administration Agreement provides, among other
things, that all of Valero GP Holdings’ employees will be employees of Valero GP, LLC, and Valero
GP, LLC will provide all executive management, accounting, legal, cash management, corporate
finance and other administrative services to Valero GP Holdings.
Valero GP Holdings will pay to Valero GP, LLC annual charges under the Administration
Agreement of $500,000. This amount will be increased annually to reflect Valero GP, LLC’s annual
merit increases. Any other adjustments to the annual fee, such as adjustments to reflect changes in
the levels of service provided to Valero GP Holdings or Valero GP, LLC’s actual payroll cost, are
subject to the approval of Valero GP, LLC’s conflicts committee. Valero GP Holdings will also
reimburse Valero GP, LLC for all direct public company costs and any other direct costs, such as
outside legal and accounting fees, that Valero GP, LLC incurs while providing services to the
Valero GP Holdings pursuant to the Administration Agreement.
The Administration Agreement will terminate on December 31, 2011, with automatic two year
renewals unless terminated by either party on six months’ written notice. Valero GP Holdings may
cancel or reduce the services provided by Valero GP, LLC under the Administration Agreement on 60
days’ written notice. The Administration Agreement will terminate upon a change of control of
either Valero GP Holdings or Valero GP, LLC. Valero GP, LLC’s conflicts committee has approved the
terms of the Administration Agreement. A copy of the Administration Agreement is filed as Exhibit
10.02 to this Form 8-K and is incorporated herein by reference.
Relationships. Valero GP Holdings, LLC manages the Partnership through its ownership of
Valero GP, LLC, and Riverwalk Holdings, LLC, which own Riverwalk Logistics, L.P., the general
partner of the Partnership. Valero GP Holdings, LLC’s officers are also officers of Valero GP,
LLC. As described above, each of Valero L.P., Riverwalk Logistics, L.P. and Valero GP, LLC are
parties to the Non-Compete Agreement. Valero GP Holdings, LLC’s Chairman, William E. Greehey, is
also the Chairman of Valero GP, LLC. The board of Valero GP, LLC is responsible for overseeing
Valero GP, LLC’s role as the owner of the general partner of the Partnership and Valero GP
Holdings, LLC, as the sole owner of Valero GP, LLC, must also approve matters that have or would
reasonably be expected to have a material effect on Valero GP Holdings, LLC’s interest as the sole
indirect owner of Valero GP, LLC. Valero GP Holdings, LLC also has exclusive authority over the
business and affairs of Valero GP, LLC other than its role as the owner of the general partner of
the Partnership.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Description |
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Exhibit 10.01
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Non-Compete Agreement between Valero GP Holdings, LLC,
Valero L.P., Riverwalk Logistics, L.P. and Valero GP, LLC;
effective as of July 19, 2006 (Incorporated by reference
from Exhibit 10.03 of Form 8-K of Valero GP Holdings, LLC
filed July 25, 2006 (File No. 001-32940)). |
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Exhibit 10.02
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Administration Agreement between
Valero GP Holdings, LLC and Valero GP, LLC; effective as of
July 19, 2006 (Incorporated by reference from Exhibit 10.02
of Form 8-K of Valero GP Holdings, LLC filed July 25, 2006
(File No. 001-32940)). |