UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On April 1, 2025, Phillips 66 Company (the “Company”), a wholly owned subsidiary of Phillips 66, amended the Company’s accounts receivable securitization program. In connection therewith, the Company entered into the Second Amendment to Receivables Purchase and Financing Agreement (the “Amendment”) to amend its existing Receivables Purchase and Financing Agreement dated September 30, 2024 (the “RPFA”), among the Company, as servicer, Phillips 66 Receivables LLC, as SPE, the Purchaser/Lenders party thereto from time to time, PNC Capital Markets LLC, as structuring agent, and PNC Bank, National Association, as Administrative Agent.
The Amendment amends the RPFA to, among other things, increase the maximum facility size from $500 million to $1 billion.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On April 1, 2025, Phillips 66 issued a press release announcing the completion of the EPIC NGL Transaction (defined below). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the registrant, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 8.01. Other Events.
On April 1, 2025, the Company completed the purchase of all of the issued and outstanding equity interests in each of EPIC Y-Grade GP, LLC, a Delaware limited liability company, and EPIC Y-Grade, LP, a Delaware limited partnership pursuant to the Equity Purchase Agreement, dated as of January 6, 2025, by and among the Company, SCM EPIC, LLC, a Delaware limited liability company, Dos Rios Y-Grade Holdings LLC, a Delaware limited liability company, and EPIC Y-Grade Holdings, LP, a Delaware limited partnership, for cash consideration of approximately $2.2 billion (the “EPIC NGL Transaction”).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PHILLIPS 66 | ||||||
| Date: April 1, 2025 | By: | /s/ Vanessa A. Sutherland | ||||
| Name: | Vanessa A. Sutherland | |||||
| Title: | Executive Vice President | |||||