- Increases Phillips 66’s economic interest in DCP Midstream, LP
to 86.8%
- Targeted operational and commercial synergies of at least $300
million
- All-cash transaction expected to close in the second quarter of
2023
Phillips 66 (NYSE: PSX) and DCP Midstream, LP (“DCP Midstream”)
(NYSE: DCP) announced today that they have entered into a
definitive agreement pursuant to which Phillips 66 will acquire all
of the publicly held common units representing limited partner
interests in DCP Midstream for cash consideration of $41.75 per
common unit, increasing its economic interest in DCP Midstream to
86.8%.
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“We are delivering on our commitment to grow our NGL business,”
said Mark Lashier, President and CEO of Phillips 66. “Our
wellhead-to-market platform captures the full NGL value chain. As
we continue integrating DCP Midstream, we are unlocking significant
synergies and growth opportunities.”
In combination with the previously announced realignment of
Phillips 66’s economic and governance interests in DCP Midstream,
the transaction is expected to generate an incremental $1 billion
of adjusted EBITDA for Phillips 66. In addition, Phillips 66
expects to capture operational and commercial synergies of at least
$300 million by integrating DCP Midstream into its existing
midstream business.
Phillips 66 plans to fund the approximately $3.8 billion cash
consideration through a combination of cash and debt while
maintaining its current investment grade credit ratings. The
transaction is expected to close in the second quarter of 2023,
subject to customary closing conditions.
The transaction was unanimously approved by the board of
directors of DCP Midstream GP, LLC, the general partner of DCP
Midstream GP, LP, the general partner of DCP Midstream, based on
the unanimous approval and recommendation of a special committee
comprised entirely of independent directors after evaluation of the
transaction by the special committee in consultation with
independent financial and legal advisors.
Affiliates of Phillips 66, as the holders of a majority of the
outstanding DCP Midstream common units, have delivered their
consent to approve the transaction. As a result, DCP Midstream has
not solicited and is not soliciting approval of the transaction by
any other holders of DCP Midstream common units.
Barclays acted as exclusive financial advisor to Phillips 66,
Bracewell LLP acted as legal counsel to Phillips 66, and Morris,
Nichols, Arsht & Tunnell LLP acted as special Delaware counsel
to Phillips 66. Evercore acted as financial advisor to the special
committee of the board of directors of DCP Midstream GP, LLC, and
Hunton Andrews Kurth LLP and Richards, Layton & Finger, PA
acted as legal counsel to the special committee. For further
information on this transaction, refer to the DCP Midstream
Transactions Overview available on the Phillips 66 Investors site,
phillips66.com/investors.
Additional Information and Where You Can Find It
This news release does not constitute a solicitation of any vote
or approval with respect to the proposed transaction. This release
relates to a proposed business combination between Phillips 66 and
DCP Midstream. In connection with the proposed transaction,
Phillips 66 and DCP Midstream expect to file an information
statement and other documents with the U.S. Securities and Exchange
Commission (“SEC”). INVESTORS AND SECURITYHOLDERS OF PHILLIPS 66
AND DCP MIDSTREAM ARE ADVISED TO CAREFULLY READ ANY INFORMATION
STATEMENT AND ANY OTHER DOCUMENTS THAT HAVE BEEN FILED OR MAY BE
FILED WITH THE SEC (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO
THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. The
definitive information statement, when available, will be sent to
securityholders of DCP Midstream relating to the proposed
transaction. Investors and securityholders may obtain a free copy
of such documents and other relevant documents (if and when
available) filed by Phillips 66 or DCP Midstream with the SEC from
the SEC’s website at www.sec.gov. Securityholders and other
interested parties will also be able to obtain, without charge, a
copy of such documents and other relevant documents (if and when
available) from Phillips 66’s website at www.phillips66.com under
the “Investors” tab under the heading “SEC Filings” under the
“Financial Information” sub-tab or from DCP Midstream’s website at
www.dcpmidstream.com under the “Investors” tab and the “SEC
Filings” sub-tab.
Participants in the Solicitation
Phillips 66, DCP Midstream and their respective directors,
executive officers and certain other members of management may be
deemed to be participants in the solicitation of consents in
respect of the transaction. Information about these persons is set
forth in Phillips 66’s proxy statement relating to its 2022 Annual
Meeting of Stockholders, which was filed with the SEC on March 31,
2022; Phillips 66’s Annual Report on Form 10-K, which was filed
with the SEC on February 18, 2022; certain of Phillips 66’s Current
Reports on Form 8-K; DCP Midstream’s Annual Report on Form 10-K for
the year ended December 31, 2021, which was filed with the SEC on
February 18, 2022, and subsequent statements of changes in
beneficial ownership on file with the SEC. Securityholders and
investors may obtain additional information regarding the interests
of such persons, which may be different than those of the
respective companies’ securityholders generally, by reading the
information statement and other relevant documents regarding the
transaction (if and when available), which may be filed with the
SEC.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE
“SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This news release contains forward-looking statements within the
meaning of the federal securities laws, including statements
regarding the anticipated consummation of the proposed transaction
and the timing thereof. Words such as “anticipated,” “estimated,”
“expected,” “planned,” “scheduled,” “targeted,” “believes,”
“continues,” “intends,” “will,” “would,” “objectives,” “goals,”
“projects,” “efforts,” “strategies” and similar expressions are
used to identify such forward-looking statements. However, the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements included in this news
release are based on management’s expectations, estimates and
projections as of the date they are made. These statements are not
guarantees of future performance and you should not unduly rely on
them as they involve certain risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecast in
such forward-looking statements. Forward-looking statements
contained in this release include, but are not limited to,
statements regarding the expected benefits of the potential
transaction to Phillips 66 and its shareholders and DCP Midstream
and its unitholders, and the anticipated consummation of the
proposed transaction and the timing thereof. Factors that could
cause actual results or events to differ materially from those
described in the forward-looking statements include: uncertainties
as to the timing to consummate the potential transaction; the
effects of disruption to Phillips 66’s or DCP Midstream’s
respective businesses; the effect of this news release on the price
of Phillips 66’s shares or DCP Midstream’s common units;
transaction costs; Phillips 66’s ability to achieve benefits from
the proposed transaction; and the diversion of management’s time on
integration-related and transaction-related issues. Other factors
that could cause actual results to differ from those in
forward-looking statements include: the effects of any widespread
public health crisis and its negative impact on commercial activity
and demand for refined petroleum products; the inability to timely
obtain or maintain permits necessary for capital projects; changes
to worldwide government policies relating to renewable fuels and
greenhouse gas emissions that adversely affect programs like the
renewable fuel standards program, low carbon fuel standards and tax
credits for biofuels; fluctuations in NGL, crude oil, and natural
gas prices, and petrochemical and refining margins; unexpected
changes in costs for constructing, modifying or operating our
facilities; unexpected difficulties in manufacturing, refining or
transporting our products; the level and success of drilling and
production volumes around Phillips 66’s midstream assets; risks and
uncertainties with respect to the actions of actual or potential
competitive suppliers and transporters of refined petroleum
products, renewable fuels or specialty products; lack of, or
disruptions in, adequate and reliable transportation for our NGL,
crude oil, natural gas, and refined products; potential liability
from litigation or for remedial actions, including removal and
reclamation obligations under environmental regulations; failure to
complete construction of capital projects on time and within
budget; the inability to comply with governmental regulations or
make capital expenditures to maintain compliance; limited access to
capital or significantly higher cost of capital related to
illiquidity or uncertainty in the domestic or international
financial markets, which may also impact our ability to repurchase
shares and declare and pay dividends; potential disruption of our
operations due to accidents, weather events, including as a result
of climate change, terrorism or cyberattacks; general domestic and
international economic and political developments including armed
hostilities (including the Russia-Ukraine war), expropriation of
assets, and other political, economic or diplomatic developments,
including those caused by public health issues and international
monetary conditions and exchange controls; changes in governmental
policies relating to NGL, crude oil, natural gas, refined petroleum
products, or renewable fuels pricing, regulation or taxation,
including exports; changes in estimates or projections used to
assess fair value of intangible assets, goodwill and property and
equipment and/or strategic decisions with respect to our asset
portfolio that cause impairment charges; investments required, or
reduced demand for products, as a result of environmental rules and
regulations; changes in tax, environmental and other laws and
regulations (including alternative energy mandates); political and
societal concerns about climate change that could result in changes
to Phillips 66’s business or increase expenditures, including
litigation-related expenses; the operation, financing and
distribution decisions of equity affiliates Phillips 66 does not
control; and other economic, business, competitive and/or
regulatory factors affecting Phillips 66’s businesses generally as
set forth in its filings with the SEC. Phillips 66 is under no
obligation (and expressly disclaims any such obligation) to update
or alter its forward-looking statements, whether as a result of new
information, future events or otherwise.
Use of Non-GAAP Financial Information— This news release
includes the term “adjusted EBITDA,” which, as used in this
release, is a forward-looking non-GAAP financial measure. EBITDA is
defined as estimated net income plus estimated net interest
expense, income taxes, depreciation and amortization. Adjusted
EBITDA is defined as estimated EBITDA plus the proportional share
of selected equity affiliates’ estimated net interest expense,
income taxes, depreciation and amortization less the portion of
estimated adjusted EBITDA attributable to noncontrolling interests.
Net income is the most directly comparable GAAP financial measure
for the consolidated company. Adjusted EBITDA estimates depend on
future levels of revenues and expenses, including amounts that will
be attributable to noncontrolling interests, which are not
reasonably estimable at this time. Accordingly, we cannot provide a
reconciliation between projected adjusted EBITDA to consolidated
net income or segment income before income taxes without
unreasonable effort.
About Phillips 66
Phillips 66 (NYSE: PSX) manufactures, transports and markets
products that drive the global economy. The diversified energy
company’s portfolio includes Midstream, Chemicals, Refining, and
Marketing and Specialties businesses. Headquartered in Houston,
Phillips 66 has employees around the globe who are committed to
safely and reliably providing energy and improving lives while
pursuing a lower-carbon future. For more information, visit
phillips66.com or follow @Phillips66Co on LinkedIn or Twitter.
About DCP Midstream
DCP Midstream, LP (NYSE: DCP) is a Fortune 500 midstream master
limited partnership headquartered in Denver, Colorado, with a
diversified portfolio of gathering, processing, logistics and
marketing assets. DCP is one of the largest natural gas liquids
producers and marketers, and one of the largest natural gas
processors in the U.S. The owner of DCP’s general partner is a
joint venture between Enbridge and Phillips 66. For more
information, visit the DCP Midstream, LP website at
www.dcpmidstream.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230105006020/en/
Jeff Dietert (investors) 832-765-2297 jeff.dietert@p66.com Owen
Simpson (investors) 832-765-2297 owen.simpson@p66.com Thaddeus
Herrick (media) 855-841-2368 thaddeus.f.herrick@p66.com
DCP Midstream (NYSE:DCP)
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