Form 8-K VALERO ENERGY PARTNERS For: Mar 03

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)

Registrant’s telephone number, including area code: (210) 345-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Senior management of Valero Energy Partners LP (the “Partnership”) will make certain investor presentations beginning as early as March 3, 2015. The slides attached to this report were prepared for management’s presentations. The slides are included in Exhibit 99.01 to this report and are incorporated herein by reference. The slides will be available on the Partnership’s website at www.valeroenergypartners.com.

The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Partnership that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Partnership or any of its affiliates.

Safe Harbor Statement

Statements contained in the exhibit to this report that state the Partnership’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. It is important to note that the Partnership’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Partnership has filed with the Securities and Exchange Commission.

(d)        Exhibits.

99.01   Slides from management presentation.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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 words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “could,” “may,” “should,” “would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. These statements are often based upon various assumptions, many of which are based, in turn, upon further assumptions, including examination of historical operating trends made by the management of the Partnership.  Although the Partnership believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond its control, the Partnership cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Partnership’s filings with the U.S. Securities and Exchange Commission, including the Form S-1 and prospectus relating to the initial public offering of the Partnership’s common units, and the Partnership’s annual reports on Form 10-K and quarterly reports on Form 10-Q, available on the  Partnership’s website at www.valeroenergypartners.com. These risks could cause the Partnership’s actual results to differ materially from those contained in any forward-looking statement.

3 A Growth-Oriented Logistics MLP with 100% Fee-Based Revenues VLP is sponsored by Valero Energy Corp. (NYSE: VLO), the world’s largest independent refiner

Our Strategy • Maintain safe and reliable operations in our high-quality asset base • Avoid direct commodity price risk • Target LP unit distribution compound annual growth rate (CAGR) in the range of 20% to 25% • Executing on our plan to complete $1 billion of acquisition transactions from VLO in 2015 $671 million acquisition closed on March 1, 2015 • Significant inventory of acquisition targets at VLO, which is focused on midstream growth • Opportunities to diversify business and develop third-party volumes as VLP matures • Target investment grade credit rating 4 Generate Stable, Predictable Cash Flows Maintain Top-Tier Growth Profile Demonstrate Financial Discipline

5 Long-Term Agreements Provide Stable and Predictable Cash Flows Terminals • All transportation and terminal services agreements have 10 year initial terms and 5 year renewal terms Memphis refinery truck rack is exception, without renewal term • Approximately 85% of revenues contractually obligated by minimum volume commitments (MVCs) • No direct commodity price exposure • 2014 revenues were balanced between pipelines and terminals 2014 Revenue Pipelines 44% 56%

6 Delivering Growth VLP is on target to acquire $1 billion of assets from VLO in 2015 • 1 st acquisition – Texas Crude Systems Business in July 2014 for $154 million • 2 nd acquisition – Houston and St. Charles Terminal Services Business in March 2015 for $671 million • Plan to grow VLP’s 4Q15 annualized EBITDA to approximately $200 million • Targeting nearly 25% CAGR for LP distributions through 2017 See Appendix for reconciliation of estimated 2015 EBITDA to net income. $95 $200 4Q14 Annualized 4Q15E Annualized Adjusted EBITDA Attributable to VLP (millions)

7 Acquisition of Houston and St. Charles Terminal Services Business from VLO Operations • Crude oil, intermediates, and refined petroleum product terminaling services in Houston, Texas and Norco, Louisiana 3.6 million barrels of storage capacity on the Houston ship channel 10 million barrels of storage on the Mississippi River • 10-year terminaling agreements with VLO subsidiaries • Over 85% of revenues contractually obligated by MVCs Transaction expected to be immediately accretive to VLP Financing • $671 million transaction closed on March 1, 2015 • $411 million in cash to VLO $211 million of cash from balance sheet $200 million under revolving credit facility • $160 million 5-year subordinated loan agreement with VLO • $100 million issuance of VLP units to VLO 1,908,100 million common units 38,941 general partner units Common and general partner units allocated in proportion to allow general partner to maintain its 2 percent interest • Expected to contribute $75 million of EBITDA annually

Significant Inventory of Logistics Assets at VLO to Fuel VLP’s Growth (1) Includes assets that have other joint venture or minority interests. (2) Includes approximately 4 million barrels of underground storage capacity. Pipelines (1) Racks, Terminals, and Storage (1) Rail Marine (1) Fuels Distribution 8 • VLO is evaluating qualifying volumes and commercial structure as potential drop- down candidate • 51 docks • Two Panamax class vessels • Three crude unloading facilities with estimated total capacity of 150 MBPD • Purchased CPC-1232 railcars expected to serve VLO’s long-term needs in ethanol and asphalt • Approximately 100 million barrels (2) of active shell capacity for crude and products • 139 truck rack bays • Over 1,200 miles of active pipelines • Expect start-up of 440-mile Diamond Pipeline from Cushing to Memphis refinery in 1H17

9 Significant Inventory of Estimated MLP Eligible EBITDA at VLO Fuels distribution would provide incremental EBITDA if selected $800 ($15) ($75) $24 $34 $46 $814 Dec 2013 Guidance (with base + 2014-2015 projects) July 2014 Drop Down March 2015 Drop Down 2014 - 2015 Additional Logisitics Projects 2016 - 2017 Logistics Projects Diamond Pipeline Current Guidance Option millions

10 VLO’s Estimated Logistics Capital Spending VLO’s logistics investments are expected to increase feedstock flexibility and refined product export capability Source: VLO  management presentations $510 $175 $45 $220 $180 $665 $185 $45 $5 $915 $400 $715 2014 2015E 2016E (millions) Marine, Docks, and Other Logistics Pipelines and Tanks Railcars and Unloading

11 Strong Growth Driving VLP Unit Performance Source:  Bloomberg prices through Feb 26, 2015 $0.2125 $0.2125 $0.2225 $0.2400 $0.2660 4Q13* 1Q14 2Q14 3Q14 4Q14 Distribution per LP Unit $2.6 $13.6 $15.7 $21.1 $22.6 4Q13 1Q14 2Q14 3Q14 4Q14 Distributable Cash Flow (millions) 130% 1% 10% 30% 50% 70% 90% 110% 130% 150% VLP Unit Performance Since IPO VLP Price AMZ Index -10% * Prorated minimum quarterly distribution (MQD) for period of Dec 16 – 31

• Strategic relationship with VLO, an investment-grade sponsor • High-quality, well-maintained assets integrated with VLO’s refineries and located in advantaged regions • Stable and predictable cash flows from long-term, fee-based contracts • Executing on accelerated growth strategy with recent $671 million acquisition • Significant inventory of acquisition opportunities at VLO • Targeting LP unit distribution CAGR in the 20% to 25% range over the next few years 12 VLP’s Competitive Strengths

Appendix Topic Page VLP Alignment with VLO 14 Long Term Macro Market Expectations 15 VLO Asset Overview 16 Non-GAAP Reconciliations 17 IR Contact Information 18 13

14 VLP Aligned with VLO • VLO remains invested in VLP – 71% of LP ownership comprised of common units and subordinated units – 100% GP ownership and all associated IDRs • VLO continues to grow its midstream business and intends to use VLP as the primary vehicle to facilitate this growth Certain wholly owned subsidiary of Valero Energy Corporation Common Units Subordinated Units Valero Energy Corporation (NYSE: VLO) Public Unitholders Common Units Valero Energy Partners GP LLC (our General Partner) General Partner Units Incentive Distribution Rights 100.0% ownership interest 100.0% ownership interest 28.4% limited partner interest 2.0% general partner interest Valero Energy Partners LP (NYSE: VLP) (the Partnership) 100.0% ownership interest Valero Partners Operating Co. LLC Operating Subsidiaries 100.0% ownership interest 69.6% limited partner interest

15 Our Long-Term Macro Market Expectations Global Outlook U.S. Economy and Petroleum Demand North American Resource Advantage International Export Markets • Economic activity and total petroleum demand increases • Transportation fuels demand grows • Refining capacity growth slows after 2015; utilization stabilizes then expected to increase • Refinery rationalization pressure continues in Europe, Japan, and Australia • Economic growth strengthens over next five years, which stimulates refined product demand • Diesel and jet fuel demand continues to strengthen • Gasoline demand continues to recover moderately • Natural gas production growth still attractive and development continues • Crude production is economic; growth continues, but tempered with lower prices • North American refiners maintain competitive advantage • Broad lifting of crude export ban not expected for several years, if ever • U.S. continues to be an advantaged net exporter of products • Atlantic Basin market continues to grow, with increasing demand from Latin America and Africa • U.S. Gulf Coast is strategically positioned with globally competitive assets

16 VLO’s Assets Concentrated in Advantaged Locations Refinery Capacities (MBPD) Nelson Index Throughput Crude Oil Corpus Christi 325 205 19.9 Houston 175 90 15.4 Meraux 135 125 9.7 Port Arthur 375 335 12.4 St. Charles 290 215 16.0 Texas City 260 225 11.1 Three Rivers 100 89 13.2 Gulf Coast 1,660 1,284 14.0 Ardmore 90 86 12.1 McKee 180 168 9.5 Memphis 195 180 7.9 Mid-Con 465 434 9.3 Pembroke 270 210 10.1 Quebec City 235 230 7.7 North Atlantic 505 440 8.9 Benicia 170 145 16.1 Wilmington 135 85 15.9 West Coast 305 230 16.0 Total or Avg.  2,935 2,388 12.4

17 Non-GAAP Reconciliations RECONCILIATION OF NET INCOME UNDER GAAP TO EBITDA (in millions) RECONCILIATION OF FORECASTED NET INCOME UNDER GAAP TO EBITDA (in millions) Full Year Beginning March 1, 2015 Valero Partners Houston and Louisiana Forecasted net income $                                 37 Add:  Forecasted depreciation expense 20 Add:  Forecasted interest expense 18 Forecasted EBITDA $ 75 (1) Interest expense and cash interest paid both include commitment fees to be paid on our revolving credit facility. Interest expense also includes the amortization of estimated deferred issuance  costs to be incurred in connection with establishing our revolving credit facility. Three Months Ended Three Months Ended December 31, 2014 December 31, 2015 As Reported Annualized (x4) Forecasted Annualized (x4) Net income $ 19 $ 76 $ 32 $ 128 Plus: Depreciation expense 5 18 11 44 Interest expense (1) - 1 7 28 Income tax expense - - - - EBITDA $ 24 $ 95 $ 50 $ 200

18 Investor Relations Contacts For more information, please contact: John Locke Executive Director, Investor Relations 210-345-3077 john.locke@valero.com Karen Ngo Manager, Investor Relations 210-345-4574 karen.ngo@valero.com

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