UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On June 15, 2023, Phillips 66 (the “Company”) announced the completion of its previously disclosed acquisition of all of the publicly held Common Units (as defined below) of DCP Midstream, LP (“DCP”), pursuant to the terms of the Agreement and Plan of Merger, dated as of January 5, 2023 (the “Merger Agreement”), by and among the Company, Phillips 66 Project Development Inc., Dynamo Merger Sub LLC (“Merger Sub”), DCP, DCP Midstream GP, LP (“DCP GP”) and DCP Midstream GP, LLC. A copy of the joint news release issued by the Company and DCP is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The acquisition was accomplished by the merger of Merger Sub, an indirect wholly owned subsidiary of the Company, with and into DCP, with DCP surviving as a Delaware limited partnership (the “Merger”). Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common unit representing a limited partner interest in DCP (each, a “Common Unit”) issued and outstanding as of immediately prior to the Effective Time (other than the Sponsor Owned Units, as defined below) (each, a “Public Common Unit”) was converted into the right to receive $41.75 per Public Common Unit in cash, without any interest thereon (the “Merger Consideration”). The Common Units owned by DCP Midstream, LLC and DCP GP (collectively, the “Sponsor Owned Units”) were unaffected by the Merger and have remained outstanding immediately following the Merger. As a result of the Merger, the Company’s economic interest in DCP increased from 43.3% to 86.8%.
The Merger Consideration was funded with cash on hand, including with proceeds from senior unsecured debt securities issued by Phillips 66 Company, a wholly owned subsidiary of Phillips 66, in March 2023, and a pending draw of $1.25 billion on Phillips 66 Company’s previously disclosed $1.5 billion delayed draw term loan agreement, which matures in June 2026.
The Merger Agreement is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 6, 2023, which agreement is incorporated herein by reference. The foregoing description of the Merger Agreement has been included to provide investors and security holders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about the Company, DCP or their respective subsidiaries and affiliates.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 2.1* | Agreement and Plan of Merger, dated January 5, 2023, by and among Phillips 66, Phillips 66 Project Development Inc., Dynamo Merger Sub LLC, DCP Midstream, LP, DCP Midstream GP, LP and DCP Midstream GP, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2023). | |
| 99.1 | News Release dated June 15, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC or its staff upon request. |
SIGNATURE
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.
| June 15, 2023 | PHILLIPS 66 | |||||
| By: | /s/ Vanessa Allen Sutherland | |||||
| Name: | Vanessa Allen Sutherland | |||||
| Title: | Executive Vice President | |||||