CST Brands Announces 13.1M Share Public Offering of Common Stock by Selling Stockholder

CST Brands CST announced today the commencement of an underwritten public offering, subject to market conditions, of 13,112,564 shares of its common stock owned by Valero Energy Corporation, the selling stockholder. The underwriters are expected to be granted a 30-day option to purchase up to 1,966,884 additional shares of our common stock owned by the selling stockholder. CST Brands, Inc. is not selling any shares in this offering and will not receive any proceeds from the sale of the shares of common stock offered by the selling stockholder. Citigroup, Wells Fargo Securities, J.P. Morgan, Mizuho Securities and RBC Capital Markets are acting as joint book-running managers for the offering. Credit Suisse, Mitsubishi UFJ Securities, Piper Jaffray, PNC Capital Markets LLC, RBS, Scotiabank, SMBC Nikko and SunTrust Robinson Humphrey are acting as co-managers for the offering. The offering may be made only by means of a prospectus. Copies of the preliminary prospectus related to the offering may be obtained, when available, by sending a request to: Citigroup c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 Phone: (800) 831-9146 Wells Fargo Securities Attn: Equity Syndicate Department 375 Park Avenue, 4th Floor New York, NY 10152 Phone: (800) 326-5897 J.P. Morgan Attn: Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 Phone: (866) 803-9204 Mizuho Securities Attn: Equity Syndicate Department 320 Park Avenue, 12th floor New York, NY 10022 Phone: (866) 271-7403 RBC Capital Markets Attn: Equity Syndicate Three World Financial Center 200 Vesey Street, 8th Floor New York, NY 10281 Phone: (877) 822-4089 You may also get a copy of the preliminary prospectus for free by visiting the SEC's website at http://www.sec.gov. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sales of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.