DCP DCP Midstream LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

DCP MIDSTREAM, LP

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

6900 E. Layton Ave, Suite 900

Denver, Colorado 80237

INFORMATION STATEMENT AND

NOTICE OF ACTION BY WRITTEN CONSENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

To the limited partners of DCP Midstream, LP:

On January 5, 2023, DCP Midstream, LP, a Delaware limited partnership (the “Partnership”), DCP Midstream GP, LP, a Delaware limited partnership and the general partner of the Partnership (the “General Partner”), and DCP Midstream GP, LLC, a Delaware limited liability company and the general partner of the General Partner (“DCP GP LLC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Phillips 66, a Delaware corporation (“Phillips 66”), Phillips 66 Project Development Inc., a Delaware corporation and indirect wholly owned subsidiary of Phillips 66 (“PDI”), and Dynamo Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PDI (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Partnership, with the Partnership 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 the Partnership (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”) will be converted into the right to receive $41.75 per Public Common Unit in cash, without interest. The General Partner has agreed to declare, and cause the Partnership to pay, a cash distribution in respect of Common Units in an amount equal to $0.43 per Common Unit for each completed quarter ending on or after December 31, 2022 and prior to the Effective Time. If the record date for any such distribution has not occurred prior to the Effective Time, the Partnership will establish or reestablish the record date for such quarter as the day that includes the Effective Time. The Partnership’s Series B Preferred Units and Series C Preferred Units will be unaffected by the Merger and will remain issued and outstanding immediately following the Merger. The Common Units owned by DCP Midstream, LLC, a Delaware limited liability company (“DCP Midstream”), and the General Partner (collectively, the “Sponsor Owned Units”) will be unaffected by the Merger and will remain issued and outstanding immediately following the Merger. Under the terms of the Merger Agreement, at the Effective Time, PDI’s ownership interest in Merger Sub will be converted into a number of new Common Units equal to the number of Public Common Units (which, as of May 17, 2023, consisted of 208,657,950 Common Units).

On January 5, 2023, the Special Committee (the “Special Committee”) of the Board of Directors of DCP GP LLC (the “GP Board”), consisting entirely of individuals that satisfy the independence and other requirements for service on the Special Committee that are set forth in the Partnership’s Fifth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), by unanimous vote, (i) determined that the proposed Merger, on the terms and conditions set forth in the Merger Agreement, is in the best interests of the Partnership and the holders of Common Units other than DCP Midstream, the General Partner, Phillips 66 and each of their respective affiliates (the “Public Unitholders”) and the consideration to be paid to the Public Unitholders is fair to the Public Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval constituting “Special Approval” for all purposes of the Partnership Agreement, including Section 7.9(a) thereof, DCP GP LLC’s Amended and Restated Limited Liability Company Agreement, including Section 6.09(a) thereof, and the General Partner’s Amended and Restated Agreement of Limited Partnership, including Section 7.9(a) thereof, (iii) recommended that the GP Board approve the Merger

Agreement and the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended that the GP Board resolve to direct that the Merger Agreement and the approval of the Merger be submitted to a vote of the holders of Common Units.

Following the receipt of the Special Committee’s determination and approvals and its related recommendations, at a meeting held on January 5, 2023, the GP Board (acting, in part, based upon the receipt of the Special Committee’s determination and approvals and its related recommendations), by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and the Public Unitholders, (ii) authorized and approved the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed that the approval of the Merger Agreement and the approval of the Merger be submitted to a vote of the holders of Common Units pursuant to Section 14.3 of the Partnership Agreement and (iv) authorized the holders of Common Units to act by written consent pursuant to Section 13.11 of the Partnership Agreement.

Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by the Partnership’s limited partners requires the affirmative vote or written consent of a majority of the outstanding Common Units. On January 5, 2023, concurrently with the execution and delivery of the Merger Agreement, DCP Midstream and the General Partner, which together owned 56.5% of the Common Units issued and outstanding as of such date, delivered a written consent to the General Partner (the “Written Consent”) approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the limited partners of the Partnership. As a result, the Partnership has not solicited and is not soliciting your approval of the Merger Agreement or the Merger. Further, the Partnership does not intend to call a meeting of the Partnership’s limited partners for purposes of voting on the approval of the Merger Agreement or the Merger.

The accompanying information statement provides you with detailed information about the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying information statement. You are encouraged to read the entire information statement, including the Merger Agreement and the documents incorporated by reference in the information statement, carefully. Please read “Material U.S. Federal Income Tax Consequences of the Merger” for a discussion of the U.S. federal income tax consequences of the Merger to U.S. Common Unitholders (as defined therein). You may also obtain additional information about the Partnership from the documents the Partnership has filed with the Securities and Exchange Commission.

No action by you is requested or required at this time. If the Merger is consummated, you will receive any relevant instructions regarding the surrender of, and payment for, your Common Units.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR PASSED UPON THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying information statement is dated May 19, 2023, and is first being mailed to the Partnership’s limited partners on or about May 24, 2023.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some questions that you may have regarding the Merger and the Merger Agreement. We urge you to carefully read the remainder of this information statement because these questions and answers may not address all questions or provide all information that might be important to you with respect to the Merger and the Merger Agreement. Additional important information is also contained in the annexes and the documents incorporated by reference into this information statement. You may obtain the information incorporated by reference into this information statement without charge by following the instructions under “Where You Can Find More Information.”

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DCP Midstream, LP

6900 E. Layton Ave, Suite 900

Denver, Colorado 80237

Telephone: (303) 595-3331

Attention: Corporate Secretary

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SPECIAL FACTORS

This section of the information statement describes material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire information statement and the documents incorporated herein by reference, including the full text of the Merger Agreement and Evercore’s opinion for a more complete understanding of the Merger. Copies of the Merger Agreement and Evercore’s opinion are attached as Annex A and Annex B to this information statement, respectively. In addition, important business and financial information about the Partnership is included in or incorporated into this information statement by reference. See “Where You Can Find More Information.”

Background of the Merger

The senior management of Phillips 66 and the Phillips 66 Board regularly review operational and strategic opportunities to increase value for Phillips 66’s stockholders. Likewise, the senior management of the Partnership and the GP Board regularly review operational and strategic opportunities to increase value for the Partnership’s unitholders. In connection with these reviews, these boards of directors and management teams, from time to time, evaluated potential transactions that would further their respective strategic objectives and create value for their respective investors.

The Partnership was formed by DCP Midstream to own, operate, acquire and develop a diversified portfolio of complementary midstream energy assets. Since its formation and initial public offering in 2005, the general partner of the Partnership has been owned, directly or indirectly, by DCP Midstream. DCP Midstream is a joint venture between Phillips 66 and Enbridge, Inc. (“Enbridge”) that, prior to the DCP Midstream Transaction (as defined below) in August of 2022, was owned 50% by Phillips 66 and 50% by Enbridge. DCP Midstream and its subsidiaries own 117,762,526 Common Units. As a result, prior to the DCP Midstream Transaction, Phillips 66 and Enbridge each held a 28.26% indirect economic interest in the Partnership. Under the governance arrangements of DCP Midstream in place prior to the DCP Midstream Transaction, any potential transaction involving the Partnership or DCP Midstream required the approval of both Phillips 66 and Enbridge. Although Phillips 66 and Enbridge discussed potential transactions involving the Partnership from time to time, including potential transactions involving their respective ownership interests in DCP Midstream, potential transactions involving the acquisition of all of the Public Common Units and potential transactions involving the acquisition of third parties or their assets, they were unable to agree to pursue any of these potential transactions. Phillips 66 was able to pursue the Merger following the closing of the DCP Midstream Transaction on August 17, 2022, when Phillips 66 acquired the rights to manage all activities of DCP Midstream associated with the Partnership, DCP GP LLC and the General Partner, as described in more detail below.

Phillips 66 has also, from time to time, considered the environment for master limited partnerships (“MLPs”) generally, and the Partnership specifically, including the reduced accessibility of equity capital markets for MLPs, the increased cost of capital for MLPs, the increased desire of investors for companies legally structured as corporations for governance and liquidity reasons and the passage of the Tax Cuts and Jobs Act of 2017, which lowered the U.S. federal corporate income tax rate from 35% to 21% and thereby reduced the relative tax benefits of MLPs. These market trends have contributed to numerous restructuring transactions involving MLPs, including buy-ins of MLPs by their corporate sponsors, acquisitions of MLPs by third parties, elections by MLPs to convert into corporations for income tax purposes, state law purposes or both and simplifications of MLPs in which incentive distribution rights are modified or eliminated to improve the MLP’s cost of capital. Phillips 66 also considered the potential benefits that would result from the integration of the Partnership’s business and assets into Phillips 66’s Midstream segment, which would increase the operational size and scale of Phillips 66’s midstream business. These factors, among others, led Phillips 66 to begin evaluating a potential transaction with Enbridge involving the realignment of their respective economic and governance interests in the Partnership and a potential transaction involving Phillips 66’s acquisition of all of the Public Common Units.

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In the fourth quarter of 2021, a representative of Phillips 66 provided a representative of Enbridge with a proposal regarding a potential merger transaction (the “DCP Midstream Transaction”) involving DCP Midstream and Gray Oak Holdings LLC (“Gray Oak Holdings”), another joint venture between Phillips 66 and Enbridge that owned a 65% interest in Gray Oak Pipeline, LLC (“Gray Oak Pipeline”), that would result in the realignment of their respective economic and governance interests with respect to the Partnership and Gray Oak Pipeline. At the time, Phillips 66 owned a 65% interest in Gray Oak Holdings (or a 42.25% indirect economic interest in Gray Oak Pipeline) and Enbridge owned a 35% interest in Gray Oak Holdings (or a 22.75% indirect economic interest in Gray Oak Pipeline).

In the first quarter of 2022, Phillips 66 engaged Bracewell LLP (“Bracewell”) as its legal advisor to assist Phillips 66 in evaluating the DCP Midstream Transaction and a potential transaction involving Phillips 66’s acquisition of all of the Public Common Units. In the second quarter of 2022, Phillips 66 engaged Barclays Capital Inc. (“Barclays”) as its financial advisor to assist Phillips 66 in evaluating a potential transaction involving Phillips 66’s acquisition of all of the Public Common Units. In the third quarter of 2022, Phillips 66 engaged Morris, Nichols, Arsht & Tunnell LLP as its legal advisor to provide Delaware law advice in the DCP Midstream Transaction and a potential transaction involving Phillips 66’s acquisition of all of the Public Common Units.

During the first and second quarters of 2022, representatives of Phillips 66 and Enbridge continued discussions regarding the DCP Midstream Transaction. These discussions were focused primarily on transaction structure and the economic and governance rights that Phillips 66 and Enbridge would have with respect to the operations of the Partnership and Gray Oak Pipeline following the completion of the DCP Midstream Transaction. Following these discussions, over the course of the summer of 2022, Phillips 66 and Enbridge, together with their respective legal advisors, negotiated the terms of the transaction documents related to the DCP Midstream Transaction. During the course of the negotiations, Phillips 66 advised Enbridge that if the DCP Midstream Transaction was consummated, Phillips 66 expected to submit a non-binding, preliminary proposal to the GP Board pursuant to which Phillips 66 would acquire all of the Public Common Units.

On August 12, 2022, Kevin Mitchell, Executive Vice President and Chief Financial Officer of Phillips 66, contacted Wouter van Kempen, President, Chief Executive Officer and Chairman of DCP GP LLC, to request a call for the following week and recommend that the Partnership’s management team cancel its participation in an upcoming investor conference scheduled to begin on August 16, 2022.

On August 15, 2022, Mr. Mitchell advised Mr. van Kempen that Phillips 66 expected to engage in the DCP Midstream Transaction and to submit a non-binding, preliminary proposal to the GP Board pursuant to which Phillips 66 would acquire all of the Public Common Units.

On August 17, 2022, following extensive negotiations, subsidiaries of Phillips 66 and Enbridge entered into an Agreement and Plan of Merger (the “DCP Midstream Merger Agreement”) with DCP Midstream and Gray Oak Holdings, pursuant to which, immediately following the execution thereof, Gray Oak Holdings merged with and into DCP Midstream, with DCP Midstream surviving as a legal entity jointly owned by (i) a subsidiary of Phillips 66, holding membership interests in DCP Midstream representing a 43.3% indirect economic interest in the Partnership and a 6.5% indirect economic interest in Gray Oak Pipeline, and (ii) a subsidiary of Enbridge, holding membership interests in DCP Midstream representing a 13.2% indirect economic interest in the Partnership and a 58.5% indirect economic interest in Gray Oak Pipeline. In addition, pursuant to the DCP Midstream Merger Agreement, Phillips 66, through its subsidiary, made a cash contribution of approximately $404 million to DCP Midstream, which amount was subsequently paid to a subsidiary of Enbridge. Neither DCP GP LLC, the General Partner nor the Partnership were parties to the DCP Midstream Merger Agreement. The DCP Midstream Transaction closed on August 17, 2022 and was not conditioned on a transaction involving the acquisition of the Public Common Units.

Also on August 17, 2022, in connection with the closing of the DCP Midstream Transaction, Phillips 66 and Enbridge, through their respective subsidiaries, entered into a Third Amended and Restated Limited Liability

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Company Agreement of DCP Midstream, LLC (the “DCP Midstream LLC Agreement”), which, among other things, designated Phillips 66, through its wholly owned subsidiary, as the Class A Managing Member of DCP Midstream, with the power to conduct, direct and manage all activities of DCP Midstream associated with the Partnership and each of its subsidiaries, DCP GP LLC and the General Partner, and, in each case, the businesses, activities and liabilities thereof. The DCP Midstream LLC Agreement also provides Phillips 66, through its wholly owned subsidiary, with the power to exercise DCP Midstream’s rights to appoint or remove any director on the GP Board and vote the Common Units that are owned directly or indirectly by DCP Midstream. Accordingly, following the DCP Midstream Transaction, Enbridge no longer had the right to appoint representatives to the GP Board. In connection with the closing of the DCP Midstream Transaction, on August 17, 2022, Allen Capps and Stephen Neyland, both representatives of Enbridge, resigned from the GP Board and Mr. Mitchell and Todd Denton, Senior Vice President, Health, Safety and Environment and Field Operations Support of Phillips 66, were each appointed by DCP Midstream to serve on the GP Board.

Also on August 17, 2022, Mr. van Kempen contacted the Chairman of the Special Committee to inform him that Phillips 66 expected to submit a non-binding, preliminary proposal to the GP Board pursuant to which Phillips 66 would acquire all of the Public Common Units.

Following the closing of the DCP Midstream Transaction, on August 17, 2022, Phillips 66 sent a non-binding, preliminary proposal (the “Initial Proposal”) to the GP Board setting forth certain terms of the proposed Merger, pursuant to which Phillips 66 would acquire all of the Public Common Units at a cash purchase price of $34.75 per Common Unit.

Later on August 17, 2022, after the close of trading, Phillips 66 issued press releases announcing the DCP Midstream Transaction and the delivery of the Initial Proposal to the GP Board.

On August 31, 2022, following review of the responses of Mr. Bill W. Waycaster, Mr. Fred J. Fowler and Mr. William F. Kimble, independent members of the GP Board, to questionnaires circulated for purposes of confirming they each met the independence and other requirements for service on the Special Committee that are set forth in the Partnership Agreement, the GP Board adopted resolutions appointing Messrs. Waycaster, Fowler and Kimble to the Special Committee and authorizing and empowering the Special Committee, on behalf of the Partnership, (i) to review, evaluate, consider and negotiate the proposed Merger, (ii) to approve or reject, as the case may be, the Partnership entering into the proposed Merger and the agreements related thereto, with such approval, if any, constituting “Special Approval” for all purposes under the Partnership Agreement, including Section 7.9(a) thereof, the DCP GP LLC Agreement, including Section 6.09(a) thereof, and the GP Partnership Agreement, including Section 7.9(a) thereof, (iii) to make all determinations and take all actions with respect to the proposed Merger and the agreements related thereto as may be authorized and contemplated under such agreements, the Partnership Agreement, the GP Partnership Agreement and the DCP GP LLC Agreement and (iv) if so approved, to recommend approval of the proposed Merger to the full GP Board. The Special Committee was also authorized to select and retain such professional advisors (including attorneys, investment bankers, accountants and other advisors) as it deemed necessary or appropriate in the exercise of its business judgment to assist it in connection with its review, evaluation, consideration and negotiation, and determination of whether to approve or reject, the proposed Merger and, on behalf of the Partnership, to enter into engagement letters with such professional advisors on such terms as the Special Committee deemed appropriate.

Following the Initial Proposal, the Chairman of the Special Committee contacted HAK and RLF, each of which had previously acted as counsel to the Special Committee, to discuss HAK’s and RLF’s potential engagement as legal counsel to the Special Committee in connection with the evaluation of the proposed Merger. Based on HAK’s and RLF’s experience with the Special Committee and HAK’s and RLF’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of special committees, the Special Committee determined that each of HAK and RLF had the requisite expertise and were well qualified to advise the Special Committee. HAK and RLF were then engaged by the Special Committee as legal counsel in connection with the proposed Merger.

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During the months of August and September 2022, the Special Committee had a series of meetings with HAK and RLF to discuss the role of the Special Committee in connection with the proposed Merger and to consider potential financial advisors to the Special Committee. The Special Committee received a presentation from RLF regarding its responsibilities in connection with the proposed Merger. During that time period, the Special Committee also met with potential financial advisors, including Evercore. Following such meetings and based on Evercore’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of special committees, the Special Committee determined that Evercore had the requisite expertise and was well qualified to advise the Special Committee. The Special Committee then determined to engage Evercore as its financial advisor. The terms of the Special Committee’s engagement with Evercore were subsequently confirmed by a letter, dated September 23, 2022, and agreed to and accepted by the Partnership and the Special Committee.

On September 22, 2022, Evercore sent an initial due diligence request list to management of the Partnership, requesting certain financial, legal and other due diligence information with respect to the Partnership.

On September 29, 2022, the Special Committee and representatives of HAK, RLF and Evercore met with representatives of management of the Partnership, Phillips 66, Barclays and Bracewell. During the meeting, representatives of Phillips 66 presented the terms of, and the rationale for, the Initial Proposal, and management of the Partnership presented information on the recent performance of the Partnership, financial updates regarding the Partnership and a business overview of the Partnership and its assets.

On October 11, 2022, representatives of Evercore were given access to a virtual data room containing various due diligence information with respect to the Partnership and its business. Over the course of the Special Committee’s evaluation of the proposed Merger, the virtual data room was populated with responses to, and with respect to certain requests, responsive documents regarding, the Special Committee’s advisors’ due diligence information requests.

On October 11, 2022, the Projections and the Cost Efficiencies Analysis (each, as defined below in “—Unaudited Financial Projections of the Partnership”) were provided to Evercore via the virtual data room.

On October 13, 2022, Mr. Mitchell contacted the Chairman of the Special Committee to inform him of the delivery of the Projections via the virtual data room and to discuss the anticipated timing of the Special Committee’s review of the Initial Proposal.

Also on October 13, 2022, the Partnership declared its third quarter distribution on the Common Units, payable on November 14, 2022, in the amount of $0.43 per Common Unit.

On October 18, 2022, Bracewell, on behalf of Phillips 66, provided an initial draft of the Merger Agreement to HAK and RLF.

On October 24, 2022, representatives of Evercore, Phillips 66, the Partnership, Barclays and Bracewell held a telephonic meeting. During the meeting, representatives of Evercore asked, and management of the Partnership answered, questions related to Evercore’s ongoing due diligence review with respect to the Partnership and the proposed Merger.

On October 26, 2022, the Special Committee met virtually with representatives of Evercore, HAK and RLF. During the meeting, representatives of Evercore presented their preliminary findings with respect to the proposed Merger. During its presentation, Evercore, among other things, reviewed the terms of the Initial Proposal, the capital structure of the Partnership, historical trading prices of the Common Units and Evercore’s diligence with management of the Partnership, including management’s forecasts for the Partnership and management of the Partnership’s responses to Evercore’s due diligence questions. The Special Committee also reviewed comments provided by an investor with respect to the proposed terms of the Merger announced by Phillips 66, including the investor’s view that the proposed Merger should be conditioned upon approval by holders of a majority of the Public Common Units (“majority of the minority approval”).

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On October 26, 2022, a representative of Evercore contacted Barclays to request that management of the Partnership prepare a forecast sensitivity based on updated commodity pricing forecasts and other pricing sensitivities provided by Evercore.

On October 28, 2022, a forecast sensitivity prepared by management of the Partnership based on Evercore provided commodity pricing forecasts and other pricing sensitivities was provided to Evercore via the virtual data room.

On November 2, 2022, at the direction of Phillips 66, a representative of Barclays contacted a representative of Evercore regarding the status of the Special Committee’s review of the Initial Proposal. Evercore informed Barclays that the Special Committee was scheduled to meet with its advisors later that day.

Later on November 2, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, at the request of the Special Committee, representatives of Evercore discussed the liquified petroleum market, market dynamics and commodity price sensitivities. Evercore then presented its preliminary valuation of the Common Units and an overview of the tax impact of the proposed Merger on the Public Unitholders. Following discussion, the Special Committee directed Evercore to contact Barclays and propose that the Public Unitholders receive $49.00 per Common Unit in the Merger and that the Merger be conditioned upon receiving majority of the minority approval (the “November 2 Counterproposal”).

On November 2, 2022, a representative of Evercore communicated the November 2 Counterproposal to Barclays.

On November 6, 2022, representatives of Evercore (at the direction of the Special Committee) met virtually with representatives of Barclays (at the direction of Phillips 66) to discuss assumptions underlying Evercore’s financial analysis of the proposed Merger.

On November 11, 2022, the Chairman of the Special Committee received a telephone call from Tim Roberts, Executive Vice President, Midstream and Chemicals, of Phillips 66. Mr. Roberts provided information to the Chairman of the Special Committee regarding several anticipated changes to the Partnership’s operating strategy resulting from the DCP Midstream Transaction and Phillips 66’s plans to integrate the Partnership’s business into Phillips 66’s Midstream segment, including, that, in the absence of the proposed Merger, Phillips 66 expected that the Partnership’s capital investment in growth projects would be limited, that the Partnership would use excess cash flow to pay down Partnership debt rather than to increase quarterly distributions on the Common Units and that any potential growth projects or strategic acquisitions would likely be undertaken outside of the Partnership. Mr. Roberts also informed the Chairman of the Special Committee that, at the direction of Phillips 66, Barclays would contact Evercore and deliver a counteroffer of $38.25 per Common Unit in the Merger.

On November 13, 2022, representatives of Evercore and representatives of Barclays held a telephonic meeting. During this meeting, at the direction of Phillips 66, a representative of Barclays delivered a counteroffer on behalf of Phillips 66 that the Public Unitholders receive $38.25 per Common Unit and informed Evercore that Phillips 66 was not willing to condition the Merger on receiving majority of the minority approval (the “November 13 Counterproposal”). Representatives of Barclays also advised Evercore that Phillips 66 expected that the Partnership would use excess cash flow to pay down Partnership debt rather than to increase quarterly distributions on the Common Units.

On November 14, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. The Chairman of the Special Committee reported on his call with Mr. Roberts of Phillips 66, and there was further discussion of information related to the Partnership as described by Phillips 66 during its quarterly earnings call. During the meeting, representatives of Evercore presented the November 13 Counterproposal and Evercore’s financial analysis of the November 13 Counterproposal. The Special Committee

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determined not to make a counteroffer of a specific dollar amount per Common Unit following that meeting and instead directed Evercore to meet again with management of the Partnership to discuss the Projections and to perform additional analysis.

On November 15, 2022, a representative of Evercore sent Barclays materials comparing the Projections to projections prepared by management of the Partnership in 2019 in connection with the equity restructuring transaction resulting in the elimination of the Partnership’s incentive distribution rights (the “2019 Projections”).

On November 19, 2022, a summary of certain factors contributing to the differences between the Projections and the 2019 Projections was prepared by management of the Partnership and provided to Evercore via the virtual data room.

On November 21, 2022, representatives of Evercore met telephonically with representatives of management of the Partnership, Phillips 66, Barclays and Bracewell. During the meeting, Evercore and management of the Partnership discussed the differences between the Projections and the 2019 Projections.

On November 23, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. Evercore representatives reported on their discussions with management of the Partnership regarding the Projections, and there was further discussion of the Projections, the Partnership’s business, and commodity price volatility. The Special Committee and its advisors then discussed the November 13 Counterproposal. Following discussion, the Special Committee directed Evercore to contact Barclays and propose that the Public Unitholders receive $47.25 per Common Unit in the Merger and that the Merger be conditioned upon receiving majority of the minority approval (the “November 23 Counterproposal”). Representatives of HAK described to the Special Committee material terms of the initial draft of the Merger Agreement provided by Bracewell, counsel to Phillips 66. After discussion with its advisors, the Special Committee determined not to provide comments to the initial draft of the Merger Agreement at that time in light of the parties’ differing views of price and the ongoing negotiation of Merger Consideration.

Following the meeting on November 23, 2022, a representative of Evercore communicated the November 23 Counterproposal to Barclays.

On November 28, 2022, at the direction of Phillips 66, a representative of Barclays contacted Evercore and delivered a counterproposal from Phillips 66 that the Public Unitholders receive $39.25 per Common Unit in the Merger (the “November 28 Counterproposal”). Barclays also confirmed that Phillips 66’s view on the inclusion of a majority of the minority approval condition had not changed.

On November 30, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, representatives of Evercore presented their financial analysis of the trading price of the Common Units and the November 28 Counterproposal (which report was dated November 29, 2022). The Special Committee and its advisors discussed public statements and updates by Phillips 66 regarding the Partnership and its business. Following discussion of potential counteroffers to the November 28 Counterproposal, the Special Committee directed Evercore to contact Barclays and propose that the Public Unitholders receive $46.25 per Common Unit in the Merger and that the Merger be conditioned upon receiving majority of the minority approval (the “November 30 Counterproposal”).

On December 1, 2022, a representative of Evercore communicated the November 30 Counterproposal to Barclays.

On December 6, 2022, at the direction of Phillips 66, a representative of Barclays contacted Evercore and delivered a counteroffer from Phillips 66 that the Public Unitholders receive $39.75 per Common Unit in the Merger (the “December 6 Counterproposal”). Barclays again confirmed that Phillips 66’s view on the inclusion of a majority of the minority approval condition had not changed.

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On December 7, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, representatives of Evercore presented their analysis of the December 6 Counterproposal and updated information regarding the implied premium based on the trading price of the Common Units. After discussion, the Special Committee directed Evercore to prepare additional financial analysis with respect to the historical value and trading multiples of the Common Units. As further analysis by Evercore was in process, the Special Committee did not authorize a counteroffer at that time.

On December 12, 2022, Mr. Mitchell contacted each of the members of the Special Committee to inform them of the departure of certain members of management of the Partnership, effective December 31, 2022, including Mr. van Kempen, President, Chief Executive Officer and Chairman, and Sean O’Brien, Group Vice President and Chief Financial Officer. Also on December 12, 2022, the GP Board approved the appointment of Don Baldridge, previously the Partnership’s President of Operations, as interim Chief Executive Officer, and the appointment of Scott Delmoro, previously the Partnership’s Vice President, Finance and Treasurer, as interim Principal Financial Officer, each appointment to be effective as of January 1, 2023. Also on December 12, 2022, Mr. van Kempen resigned from the GP Board in connection with his pending departure. Following Mr. van Kempen’s resignation from the GP Board, Mr. Mitchell was appointed by DCP Midstream to serve as Chairman of the GP Board and Mr. Roberts was appointed by DCP Midstream to serve as a director on the GP Board.

Later on December 12, 2022, the Special Committee held a telephonic meeting with representatives of RLF. During the meeting, the Special Committee and representatives of RLF discussed the changes to the GP Board and management of the Partnership.

On December 13, 2022, the Partnership publicly reported the changes to the GP Board and management of the Partnership.

On December 14, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, the Special Committee and its advisors discussed the December 6 Counterproposal and additional financial analysis provided by Evercore, as well as Evercore’s analysis of historical trading multiples of the Common Units relative to peers. Following discussion, the Special Committee directed Evercore to contact Barclays and propose a counteroffer pursuant to which the Public Unitholders would receive $44.75 per Common Unit in the Merger and that the Merger be conditioned upon receiving majority of the minority approval (the “December 14 Counterproposal”).

Following the meeting on December 14, 2022, a representative of Evercore communicated the December 14 Counterproposal to Barclays.

On December 16, 2022, at the direction of Phillips 66, a representative of Barclays contacted Evercore and delivered a counteroffer from Phillips 66 that the Public Unitholders receive $40.50 per Common Unit in the Merger (the “December 16 Counterproposal”). Barclays also confirmed that Phillips 66’s view on the inclusion of a majority of the minority approval condition had not changed.

On December 17, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, representatives of Evercore presented their analysis of the December 16 Counterproposal. There was discussion of market conditions and commodity price declines. Following discussion, the Special Committee directed Evercore to contact Barclays and propose a counteroffer pursuant to which the Public Unitholders would receive $43.25 per Common Unit in the Merger and that the Merger be conditioned upon receiving majority of the minority approval (the “December 17 Counterproposal”).

Following the meeting on December 17, 2022, a representative of Evercore communicated the December 17 Counterproposal to Barclays.

On December 19, 2022, at the direction of Phillips 66, a representative of Barclays contacted Evercore and delivered a counteroffer from Phillips 66 that the Public Unitholders receive $41.00 per Common Unit in the

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Merger (the “Phillips 66 December 19 Counterproposal”). Barclays also confirmed that Phillips 66’s view on the inclusion of a majority of the minority approval condition had not changed and informed Evercore that the December 19 Counterproposal was close to the maximum amount of consideration that Phillips 66 would be willing to pay in the proposed Merger.

On December 19, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, representatives of Evercore presented their analysis of the Phillips 66 December 19 Counterproposal, including sensitivity analysis based on commodity prices. Representatives of Evercore also reported that Barclays informed Evercore that the Phillips 66 December 19 Counterproposal was close to the maximum amount of consideration that Phillips 66 would be willing to pay in the proposed Merger. Following discussion, the Special Committee directed Evercore to contact Barclays and propose a counteroffer pursuant to which the Public Unitholders would receive $42.75 per Common Unit in the Merger and that the Merger be conditioned upon receiving majority of the minority approval (the “Special Committee December 19 Counterproposal”).

Following the meeting on December 19, 2022, a representative of Evercore communicated the Special Committee December 19 Counterproposal to Barclays.

On December 21, 2022, at the direction of Phillips 66, a representative of Barclays contacted Evercore regarding the Special Committee December 19 Counterproposal. Barclays informed Evercore that Phillips 66 was preparing a best and final offer.

On December 21, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, representatives of Evercore reported to the Special Committee regarding their conversations with representatives of Barclays regarding the preparation of a best and final offer. There was discussion of market conditions and further discussion of the premium reflected in the recent proposals received from Phillips 66. The Special Committee and its advisors also discussed terms of the draft Merger Agreement, including the payment of distributions to unitholders between the execution of the Merger Agreement and the closing of the Merger. The Special Committee determined that the draft Merger Agreement should provide that the Public Unitholders receive (i) distributions of $0.43 per Common Unit for any completed quarter ending prior to the closing of the Merger and (ii) a pro rata cash amount, based on a quarterly amount of $0.43 per Common Unit, for the partial quarter in which the closing of the Merger occurred. The Special Committee authorized representatives of HAK to send the Special Committee’s comments to the draft Merger Agreement to Bracewell.

On December 22, 2022, the Special Committee received a letter (the “December 22 Letter”) from Phillips 66 proposing that the Public Unitholders receive $41.75 per Common Unit in the Merger and rejecting the inclusion of a majority of the minority approval condition (the “December 22 Counterproposal”). In the December 22 Letter, Phillips 66 conveyed its belief that the Special Committee December 19 Counterproposal did not appropriately take into account the significant changes to the Partnership’s operating strategy following the DCP Midstream Transaction and that, going forward, the Partnership will be managed as part of Phillips 66’s Midstream segment. The December 22 Letter also noted that: Phillips 66 has a significantly lower cost of capital relative to the Partnership and greater access to the capital markets; if the Partnership remains public, the Partnership’s capital investments will be significantly reduced compared to prior periods and will be limited to projects that support existing contracts; future growth projects and strategic acquisitions will be undertaken outside of the Partnership; Phillips 66 will not “drop down” additional assets to the Partnership and will not provide capital to the Partnership in the future; and, if the Partnership remains public, excess cash flows will be utilized for Partnership debt reduction rather than increases in distributions on the Common Units. Because these changes in operating strategy had not been publicly announced, Phillips 66 expressed the view that they were not reflected in the current trading price of the Common Units or the views of equity research analysts. The December 22 Letter also noted that the December 22 Counterproposal represented a 20% premium to the unaffected Common Unit closing price of $34.75 on August 17, 2022, the last trading day prior to the public announcement of the Initial Proposal, and a 25% premium to the 30-day VWAP of $33.51 as of such date. The December 22 Letter further stated that the December 22 Counterproposal would expire at 5:00 pm (CST) on December 31, 2022, and that, if an agreement was not reached by that time, the proposed Merger would be publicly withdrawn.

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On December 22, 2022, HAK, on behalf of the Special Committee, sent comments to the draft Merger Agreement to Bracewell. The Merger Agreement included comments provided by HAK and RLF as counsel to the Special Committee and further provided that (i) the Partnership would continue to declare and pay regular quarterly distributions on the Common Units in an amount not less than $0.43 per Common Units during the period between signing of the Merger Agreement and closing of the Merger and (ii) the Public Unitholders would be entitled to receive a cash payment equal to (1) $0.43 per Common Unit for any completed quarter ending prior to the closing of the Merger in respect of which the quarterly distribution on the Common Units had not been paid (whether or not declared) and (2) a pro rata amount, based on a quarterly amount of $0.43 per Common Unit, for the partial quarter in which the closing of the Merger occurred.

Also on December 22, 2022, a representative of Evercore contacted Barclays to request that management of the Partnership prepare a forecast sensitivity based on updated commodity pricing forecasts provided by Evercore.

On December 23, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, the Special Committee and its advisors discussed the December 22 Letter and the December 22 Counterproposal. The Special Committee and its advisors discussed the extended negotiation of economic terms and the potential effects of accepting or rejecting the December 22 Counterproposal. Following extensive discussion, the Special Committee determined to further negotiate other terms of the Merger. The Special Committee determined not to respond to the December 22 Letter until Phillips 66 responded to the comments to the draft Merger Agreement sent by HAK to Bracewell on December 22, 2022, including the provisions related to the payment of distributions on the Common Units during the period between signing of the Merger Agreement and closing of the Merger and the payment of a pro rata cash amount for the partial quarter in which closing of the Merger occurred.

On December 27, 2022, a forecast sensitivity prepared by management of the Partnership based on commodity pricing forecasts provided by Evercore was delivered to Evercore via the virtual data room.

On December 28, 2022, Bracewell, on behalf of Phillips 66, sent a revised draft of the Merger Agreement to HAK and RLF. The revised Merger Agreement, among other things, removed the provision proposed by the Special Committee that would entitle the Public Unitholders to receive a cash payment equal to (i) $0.43 per Common Unit for any completed quarter ending prior to the closing of the Merger in respect of which the quarterly distribution on the Common Units had not been paid (whether or not declared) and (ii) a pro rata amount, based on a quarterly amount of $0.43 per Common Unit, for the partial quarter in which the closing of the Merger occurred. The revised draft of the Merger Agreement accepted, in large part, the covenant proposed by the Special Committee that would require the General Partner to declare and pay regular quarterly cash distributions in respect of the Common Units in an amount equal to $0.43 per Common Unit during the period between signing of the Merger Agreement and closing of the Merger.

On December 29, 2022, a representative of HAK contacted a representative of Bracewell to discuss the draft Merger Agreement and to communicate several comments to the Partnership’s representations and warranties contained in the draft Merger Agreement that were provided to HAK by management of the Partnership.

Later on December 29, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, a representative of HAK provided an overview of the substantive terms of the revised Merger Agreement, including the status of negotiations of the payment of distributions on the Common Units between the signing of the Merger Agreement and the closing of the Merger. The Special Committee and its advisors also discussed the December 22 Counterproposal. Following discussion, the Special Committee instructed HAK to revise the Merger Agreement to reinsert the provision that would entitle the Public Unitholders to receive a cash payment equal to (i) $0.43 per Common Unit for any completed quarter ending prior to the closing of the Merger in respect of which the quarterly distribution on the Common Units had not been paid (whether or not declared) and (ii) a pro rata amount, based on a quarterly amount of $0.43 per Common Unit, for the partial quarter

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in which the closing of the Merger occurred. The Special Committee instructed HAK to return a revised draft of the Merger Agreement to Bracewell reflecting these changes. The Special Committee also instructed Evercore to contact Barclays and inform them that if Phillips 66 agreed to the Special Committee’s markup of the Merger Agreement, the Special Committee would agree to the December 22 Counterproposal.

On December 30, 2022, HAK, on behalf of the Special Committee, sent comments to the draft Merger Agreement to Bracewell reflecting the changes regarding distributions as directed by the Special Committee and the comments provided by management of the Partnership. Representatives of Evercore informed Barclays that the Special Committee would accept the December 22 Counterproposal if Phillips 66 agreed to the payment of distributions as provided in the draft Merger Agreement sent by HAK to Bracewell.

On December 31, 2022, at the direction of Phillips 66, a representative of Barclays contacted a representative of Evercore and informed Evercore that Phillips 66 would agree to a provision in the Merger Agreement requiring the Partnership to pay regular quarterly distributions in an amount equal to $0.43 per Common Unit for each completed quarter ending prior to the closing of the Merger and that if a record date for such quarterly distribution had not occurred prior to the closing of the Merger, that the record date would be established prior to the closing of the Merger. Phillips 66 would not agree to the provision requiring a pro rata cash payment based on a quarterly amount of $0.43 per Common Unit for the partial quarter in which the closing of the Merger occurred.

On December 31, 2022, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, representatives of Evercore reported to the Special Committee that Phillips 66 would agree to a provision requiring the Partnership to pay regular quarterly distributions in an amount equal to $0.43 per Common Unit for each completed quarter ending prior to the closing of the Merger and that if a record date for such quarterly distribution had not occurred prior to the closing of the Merger, that the record date would be established prior to the closing of the Merger, but Phillips 66 would not agree to the provision requiring a pro rata cash payment based on a quarterly amount of $0.43 per Common Unit for the partial quarter in which the closing of the Merger occurred. Following extensive discussions of the potential timing of the Merger and the potential for the Public Unitholders to receive quarterly distributions before the closing of the Merger, the Special Committee determined to accept Phillips 66’s proposal regarding the payment of distributions for each completed quarter ending prior to closing of the Merger. The Special Committee determined to accept the December 22 Counterproposal, subject to finalization of the Merger Agreement.

Later on December 31, 2022, Bracewell, on behalf of Phillips 66, provided a revised draft Merger Agreement to HAK and RLF which, among other things, included a covenant requiring the declaration and payment of distributions on the Common Units for each completed quarter ending on or after December 31, 2022 and prior to the closing of the Merger. Also on December 31, 2022, a representative of Bracewell sent to HAK and RLF an initial draft of the disclosure schedules to the Merger Agreement prepared by management of the Partnership.

Following receipt of the revised draft of the Merger Agreement, on December 31, 2022, a representative of Evercore contacted a representative of Barclays to advise that the Special Committee would accept the December 22 Counterproposal, subject to finalization of the Merger Agreement.

On January 4, 2023, a representative of Evercore contacted Barclays to request that management of the Partnership prepare a sensitivity forecast based on updated commodity pricing forecasts provided by Evercore. Later on January 4, 2023, a sensitivity forecast prepared by management of the Partnership based on commodity pricing forecasts provided by Evercore was delivered to Evercore via the virtual data room.

Over the course of January 2, 2023 through January 4, 2023, HAK and Bracewell exchanged additional comments to the draft Merger Agreement, including additional comments provided to HAK and Bracewell from management of the Partnership. On January 5, 2023, Bracewell, on behalf of Phillips 66, sent a proposed execution version of the Merger Agreement to HAK and RLF.

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On January 5, 2023, the Phillips 66 Board convened a special meeting. At this meeting, the Phillips 66 Board, by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of Phillips 66 and (ii) authorized and approved the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement.

On January 5, 2023, the Special Committee held a virtual meeting with representatives of Evercore, HAK and RLF. During the meeting, the Special Committee and its advisors discussed the Merger, including the terms and conditions of the Merger Agreement, and HAK presented to the Special Committee an overview and update with respect to the terms of the Merger Agreement. Also at this meeting, Evercore reviewed its updated financial analysis of the proposed Merger with the Special Committee and, at the request of the Special Committee, rendered an oral opinion to the Special Committee, which was subsequently confirmed by delivery of a written opinion dated January 5, 2023, to the effect that, based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration to be received in the Merger was fair, from a financial point of view, to the Partnership and the Public Unitholders. At this meeting, the Special Committee unanimously (i) determined that the proposed Merger, on the terms and conditions set forth in the Merger Agreement, is in the best interests of the Partnership and the Public Unitholders and the consideration to be paid to the Public Unitholders is fair to the Public Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval constituting “Special Approval” for all purposes under the Partnership Agreement, including Section 7.9(a) thereof, the DCP GP LLC Agreement, including Section 6.09(a) thereof, and the GP Partnership Agreement, including Section 7.9(a) thereof, (iii) recommended that the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (iv) recommended that the GP Board resolve to direct that the Merger Agreement and the approval of the Merger be submitted to a vote of the holders of Common Units.

Further on January 5, 2023, in a meeting of the GP Board, the Chairman of the Special Committee provided the GP Board with a report on the process conducted by the Special Committee in its evaluation of the proposed Merger, including (i) the hiring of Evercore, as financial advisor, and HAK and RLF, as legal advisors, (ii) the Special Committee’s consideration of the merits of the proposed Merger over the course of a number of meetings, including meetings with its financial and legal advisors, (iii) the Special Committee’s negotiation of the terms of the Merger Agreement, including the consideration to be received by the Public Unitholders, (iv) the receipt of the oral opinion of Evercore, as described above, and (v) the determinations, approvals and recommendations of the Special Committee with respect to the Merger Agreement and the Merger, as described above. Prior to the meeting, copies of the Merger Agreement and proposed resolutions relating to the Merger Agreement and the transactions contemplated thereby, including the Merger, were delivered to the GP Board. Following the Chairman of the Special Committee’s report, as well as discussion regarding, among other things, the terms of the Merger Agreement and its negotiation by the Special Committee, the GP Board, by unanimous vote, (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are in best interests of the Partnership and the Public Unitholders, (2) authorized and approved the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (3) directed that the approval of the Merger Agreement and the approval of the Merger be submitted to a vote of the holders of Common Units pursuant to Section 14.3 of the Partnership Agreement and (4) authorized the holders of Common Units to act by written consent pursuant to Section 13.11 of the Partnership Agreement.

On January 5, 2023, following the meetings of the Phillips 66 Board, the Special Committee and the GP Board, Phillips 66, PDI, Merger Sub, the Partnership, the General Partner and DCP GP LLC executed the Merger Agreement and DCP Midstream and the General Partner delivered the Written Consent.

On the morning of January 6, 2023, Phillips 66 and the Partnership issued a joint press release announcing the execution of the Merger Agreement.

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Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

Under Section 7.9(a) of the Partnership Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its affiliates, on the one hand, and the Partnership or any subsidiary or partner of the Partnership, on the other, any resolution or course of action by the General Partner or its affiliates in respect of such conflict of interest will be permitted and deemed approved by all partners, and will not constitute a breach of the Partnership Agreement, of any Group Member Agreement (as defined in the Partnership Agreement), of any agreement contemplated in the Partnership Agreement or in any Group Member Agreement, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is approved by “Special Approval.” “Special Approval” is defined in the Partnership Agreement as approval by a majority of the members of the Special Committee.

Under Section 7.9(b) of the Partnership Agreement, whenever the General Partner makes a determination or takes or declines to take any other action, or any of its affiliates causes it to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under the Partnership Agreement, any Group Member Agreement or any other agreement contemplated by the Partnership Agreement or otherwise, then, unless another express standard is provided for in the Partnership Agreement, the General Partner, or such affiliates causing it to do so, is required to make such determination or take or decline to take such other action in good faith and is not subject to any other or different standards imposed by the Partnership Agreement, any Group Member Agreement, any other agreement contemplated by the Partnership Agreement or under the Delaware Revised Uniform Limited Partnership Act or any other law, rule or regulation or at equity. Pursuant to Section 7.9(b) of the Partnership Agreement, in order for a determination or other action to be in “good faith” for purposes of the Partnership Agreement, the person or persons making such determination or taking or declining to take such other action must believe that the determination or other action is in the best interests of the Partnership.

Under Section 7.10(b) of the Partnership Agreement, the General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such persons as to matters the General Partner reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

Reasons for Approval of the Merger Agreement by the Special Committee and the GP Board

The Special Committee

The Special Committee consists of three directors of the GP Board that satisfy the independence and other requirements for service on the Special Committee that are set forth in the Partnership Agreement: Bill W. Waycaster, William F. Kimble and Fred J. Fowler. The GP Board authorized the Special Committee (i) to review, evaluate, consider and negotiate the proposed Merger, (ii) to approve or reject, as the case may be, the Partnership entering into the proposed Merger and the agreements related thereto, with such approval, if any, constituting “Special Approval” for all purposes under the Partnership Agreement, including Section 7.9(a) thereof, the DCP GP LLC Agreement, including Section 6.09(a) thereof, and the GP Partnership Agreement, including Section 7.9(a) thereof, (iii) to make all determinations and take all actions with respect to the proposed Merger and the agreements related thereto as may be authorized and contemplated under such agreements, the Partnership Agreement, the GP Partnership Agreement and the DCP GP LLC Agreement and (iv) if so approved, to recommend approval of the proposed Merger to the full GP Board.

At a meeting held on January 5, 2023, the Special Committee, by unanimous vote, (i) determined that the proposed Merger, on the terms and conditions set forth in the Merger Agreement, is in the best interests of the Partnership and the Public Unitholders and the consideration to be paid to the Public Unitholders is fair to the Public Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval constituting “Special Approval” for all purposes of the Partnership Agreement, including

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Section 7.9(a) thereof, the DCP GP LLC Agreement, including Section 6.09(a) thereof, and the GP Partnership Agreement, including Section 7.9(a) thereof, (iii) recommended that the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended that the GP Board resolve to direct that the Merger Agreement and the approval of the Merger be submitted to a vote of the holders of Common Units.

The Special Committee retained HAK and RLF as its legal counsel and Evercore as its independent financial advisor. The Special Committee oversaw the performance of financial and legal due diligence by its advisors. The Special Committee also conducted a review and evaluation of the proposed Merger, including the Merger Agreement and the transactions contemplated thereby, and conducted negotiations with Phillips 66 and its representatives with respect to the proposed Merger, including the Merger Agreement and the transactions contemplated thereby.

The Special Committee consulted with its financial and legal advisors and considered both positive and potentially negative factors in making its determination and approvals and the related recommendations to the GP Board.

The Special Committee considered the following factors, the order of which does not necessarily reflect their relative significance, to be generally positive or favorable to the Partnership and the Public Unitholders in making its determination and approvals and the related recommendation to the GP Board:

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The Special Committee considered the following factors, the order of which does not necessarily reflect their relative significance, to be potentially negative or unfavorable in arriving at its determination and approvals, and the related recommendation to the GP Board:

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After taking into account all of the factors set forth above, as well as others, the Special Committee concluded that the potential benefits of the proposed Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of the Partnership and the Public Unitholders.

In addition, under the SEC rules governing “going private” transactions, Phillips 66 and the Partnership are deemed to be engaged in a “going private” transaction and are required, pursuant to Rule 13e-3 under the Exchange Act, to express their beliefs as to the fairness of the Merger to the Public Unitholders. The GP Board, in connection with its delegation of authority to the Special Committee to review, evaluate, consider and negotiate the proposed Merger, further delegated to the Special Committee the authority to, if it determined to approve the proposed Merger, make a determination as to whether it believes the proposed Merger and the consideration to be paid to the Public Unitholders in such proposed Merger is fair to the Public Unitholders. The Special Committee, on behalf of the Partnership, is making the following statements solely for purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Special Committee, on behalf of the Partnership, on the basis of the factors considered by the Special Committee and described above, believes that the Merger (which is the Rule 13e-3 transaction for which the Schedule 13E-3 was filed with the SEC) is both procedurally and substantively fair to the Public Unitholders.

In arriving at its determination as to the fairness of the Merger Consideration, the Special Committee considered the current and historical market prices of the Common Units; however, it was the belief of the Special Committee that market trends do not necessarily reflect the Partnership’s underlying business or financial condition. The Special Committee did not consider the Partnership’s net book value, which is an accounting concept defined as total assets minus total liabilities, because the Special Committee believed that net book value was not a material indicator of the value of the Partnership as a going concern. The Special Committee also did not consider the liquidation value of the Partnership’s assets, and did not perform a liquidation analysis, because it considers the Partnership to be a viable going concern. Therefore, no appraisal of liquidation value was sought for purposes of valuing the Common Units and the Special Committee believes that the liquidation value of the Partnership’s assets is irrelevant to a determination of whether the proposed Merger is fair to the Public Unitholders. The Special Committee was not aware of, and did not consider, any firm offers or proposals made by any unaffiliated person during the past two years for (i) a merger or consolidation of the Partnership with another company; (ii) the sale or transfer of all or substantially all of the Partnership’s assets; or (iii) the purchase of securities of the Partnership that would enable such person to exert control of or significant influence over the Partnership. The Special Committee was not aware of, and thus did not consider, any purchases by the Partnership of Common Units during the past two years.

In making its determination and approvals and its related recommendations, the Special Committee considered the financial analyses prepared by Evercore and reviewed and discussed by Evercore with the Special Committee as an indication of the going concern value of the Partnership. The Special Committee did not expressly establish a specific going concern value for the Partnership to determine the fairness of the Merger Consideration to the Public Unitholders because the Special Committee did not believe there was a single method for determining going concern value. However, the financial analyses presented to the Special Committee by Evercore and discussed below under “Opinion of Evercore - Financial Advisor to the Special Committee” were based on the operations of the Partnership as a continuing business and, to that extent, the Special Committee considered such analyses as indicative of the going concern value of the Partnership. The Special Committee considered each of these analyses in the context of the opinion provided by Evercore, and the Special Committee expressly adopts these analyses and the opinion of Evercore with respect to the fairness, from a financial point of view, of the Merger Consideration, among other factors it considered (as described above), in arriving at its determination regarding the fairness of the Merger Agreement and the proposed Merger to the Public Unitholders.

The Special Committee did not retain an unaffiliated representative to act solely on behalf of the Public Unitholders for purposes of negotiating the Merger Agreement. The Special Committee believed that it was unnecessary to retain an unaffiliated representative to act solely on behalf of the Public Unitholders for purposes

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of negotiating the Merger Agreement because the Special Committee was charged with representing the interests of the Partnership and the Public Unitholders, it consisted solely of independent directors, it engaged independent financial and legal advisors to assist it in its evaluation of the proposed Merger and negotiation of the Merger Agreement and it was actively involved in deliberations and negotiations regarding the proposed Merger and the Merger Agreement on behalf of the Public Unitholders.

The foregoing discussion is not intended to be exhaustive but is intended to address the material information and principal factors considered by the Special Committee in considering the Merger Agreement and the transactions contemplated thereby. In view of the number and variety of factors and the amount of information considered, the Special Committee did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Special Committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and the members of the Special Committee may have given different weights to different factors. The Special Committee made its recommendation based on the totality of the information reviewed by the Special Committee.

Certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

The GP Board

The GP Board consists of eight directors, three of whom are independent (Messrs. Waycaster, Fowler and Kimble), and five of whom are executive officers of Phillips 66 (or its subsidiaries): Kevin Mitchell, Tim Roberts, Heather Crowder, Todd Denton and Brian Mandell. As such, some of the directors on the GP Board may have different interests in the Merger than the Public Unitholders. For a discussion of these and other interests of the members of the GP Board, see “—Interests of the Directors and Executive Officers of DCP GP LLC in the Merger.”

Following the receipt of the Special Committee’s determination and approvals and the related recommendations to the GP Board discussed above, at a meeting held on January 5, 2023, the GP Board (acting, in part, based upon the receipt of such determination and approvals and related recommendation of the Special Committee), by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of the Partnership and the Public Unitholders, (ii) authorized and approved the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed that the approval of the Merger Agreement and the approval of the Merger be submitted to a vote of the holders of Common Units pursuant to Section 14.3 of the Partnership Agreement and (iv) authorized the holders of Common Units to act by written consent pursuant to Section 13.11 of the Partnership Agreement. In making the determination described above, the GP Board has expressly adopted the analysis of the Special Committee, which expressly adopted the analyses and opinion of Evercore with respect to the fairness, from a financial point of view, of the Merger Consideration, among other factors considered in the course of making its determination and approvals and related recommendations to the GP Board.

The GP Board considered the following factors, the order of which does not necessarily reflect their relative significance, in making its determination and approvals:

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The foregoing discussion of the information and factors considered by the GP Board is not intended to be exhaustive, but includes the factors believed by the GP Board to be material to its determinations and approvals. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the GP Board did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in making its determinations and approvals. The GP Board makes its determinations and approvals based upon the totality of the information presented to and considered by the GP Board in making its determinations and approvals.

Unaudited Financial Projections of the Partnership

In connection with the proposed Merger, management of the Partnership prepared projections relating to the Partnership that included non-public historical and projected financial data relating to the Partnership (the “Projections”), which contained certain sensitivity cases based on alternative commodity price decks over a five-year period: (i) a sensitivity case assuming NYMEX Strip Pricing as of January 3, 2023; (ii) a sensitivity case assuming a higher commodity price environment; and (iii) a sensitivity case assuming a lower commodity price environment. The Projections were provided to Evercore for its use and consideration in its financial analyses in preparation of its opinion to the Special Committee. The Projections were prepared by management of the Partnership without giving effect to the Merger or any business or strategic decision or action that may occur as a result of the occurrence of the Merger.

In addition, in connection with the proposed Merger, Phillips 66 prepared and provided to Evercore an analysis that included non-public projected financial data relating to certain cost efficiencies (without giving

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effect to the Merger) that Phillips 66 believed the Partnership may realize as a result of the integration of the Partnership’s business into Phillips 66’s Midstream segment (the “Cost Efficiencies Analysis”).

The projected financial data set forth below is being included in this information statement to give holders of Public Common Units access to non-public information that was provided to the Special Committee and the Special Committee’s financial advisor in the course of evaluating the Merger. The inclusion of this information should not be regarded as an indication that the Partnership, Phillips 66, their affiliates or any of their respective advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such projected financial information set forth below should not be relied on as such.

The projected financial data set forth below was not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with generally accepted accounting principles in the United States (“GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the Partnership’s independent registered public accounting firm, nor Phillips 66’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, examined, compiled or performed any procedures with respect to the unaudited prospective financial and operating information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Furthermore, the projected financial data set forth below does not take into account any circumstances or events occurring after the date they were prepared. Neither the Partnership nor Phillips 66 can give any assurance that, had such projected financial data been prepared as of the date of this information statement, similar estimates and assumptions would be used. Except as required by applicable securities laws, neither the Partnership nor Phillips 66 intend to, and they each disclaim any obligation to, make publicly available any update or other revision to the projected financial data set forth below to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The projected financial data set forth below do not take into account all the possible financial and other effects on the Partnership of the Merger, the effect on the Partnership of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the projected financial data set forth below do not take into account the effect on the Partnership of any possible failure of the Merger to occur. Neither the Partnership, Phillips 66, their affiliates, nor any of their respective, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any holder of Common Units or other person regarding the Partnership’s ultimate performance compared to the information contained in the projected financial data set forth below or to the effect that the future financial and operating performance set forth therein will be achieved. The inclusion of the projected financial data set forth below should not be deemed an admission or representation by the Partnership, Phillips 66, their affiliates or any of their respective advisors or representatives or any other person that it is viewed as material information of the Partnership, particularly in light of the inherent risks and uncertainties associated with such financial forecasts.

DCP Financial Projections

While presented with numerical specificity, the Projections reflect numerous estimates and assumptions made by management of the Partnership as of October 10, 2022 with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to the Partnership’s business, all of which are difficult to predict and many of which are beyond the Partnership’s control. In developing the Projections, management made numerous material assumptions, in addition to the assumptions described above, with respect to the Partnership’s business for the periods covered by the Projections, including:

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