- All-stock transaction at a fixed exchange ratio of 0.50
PSX shares for each PSXP common unit
- Simplifies governance and corporate structure
- Transaction expected to close in the first quarter of
2022
Phillips 66 (NYSE: PSX) and Phillips 66
Partners (“PSXP” or the “Partnership”) (NYSE: PSXP) announced today
that they have entered into a definitive agreement for Phillips 66
to acquire all of the publicly held common units representing
limited partner interests in the Partnership not already owned by
Phillips 66 and its affiliates.
The agreement, expected to close in the first quarter of 2022,
provides for an all-stock transaction in which each outstanding
PSXP common unitholder would receive 0.50 shares of PSX common
stock for each PSXP common unit. The Partnership’s preferred units
would be converted into common units at a premium to the original
issuance price prior to exchange for Phillips 66 common stock.
“We are announcing an agreement to acquire all outstanding units
of Phillips 66 Partners,” said Greg Garland, Chairman and CEO of
Phillips 66. “We believe this acquisition will allow both PSX
shareholders and PSXP unitholders to participate in the value
creation of the combined entities, supported by the strong
financial position of Phillips 66.”
The transaction value of the units being acquired is
approximately $3.4 billion based on Oct. 26, 2021 market closing
prices of both companies. Upon closing, the Partnership will be a
wholly owned subsidiary of Phillips 66 and will no longer be a
publicly traded partnership. Phillips 66 Project Development Inc.,
a wholly owned subsidiary of Phillips 66 and the holder of a
majority of the outstanding common units of the Partnership, has
voted its units to approve the transaction.
Citi and BofA Securities, Inc. are acting as financial advisors
to Phillips 66, and Latham & Watkins LLP is acting as Phillips
66’s legal advisor.
The terms of the transaction were unanimously approved by the
board of directors of the general partner of Phillips 66 Partners
based on the unanimous approval and recommendation of its conflicts
committee, comprised entirely of independent directors. The
conflicts committee engaged Evercore as its financial advisor and
Vinson & Elkins L.L.P. as its legal advisor.
No Offer or Solicitation
This news release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transaction or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, as amended.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Phillips 66 will
file a registration statement on Form S-4, which will include an
information statement of the Partnership with the SEC. INVESTORS
AND SECURITYHOLDERS OF PHILLIPS 66 AND THE PARTNERSHIP ARE ADVISED
TO CAREFULLY READ THE REGISTRATION STATEMENT AND INFORMATION
STATEMENT, PROSPECTUS OR OTHER DOCUMENT (INCLUDING ALL AMENDMENTS
AND SUPPLEMENTS THERETO) 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. A definitive information statement will be sent to
securityholders of the Partnership in connection with any
solicitation of proxies or consents of the Partnership unitholders
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 the
Partnership 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” or from the Partnership’s website at
www.phillips66partners.com under the “Investors” tab and the “SEC
Filings” sub-tab.
Participants in the Solicitation Relating to the
Merger
Phillips 66, the Partnership and their respective directors,
executive officers and certain other members of management may be
deemed to be participants in the solicitation of proxies and
consents in respect of the transaction. Information about these
persons is set forth in Phillips 66’s proxy statement relating to
its 2021 Annual Meeting, which was filed with the SEC on March 31,
2021; Phillips 66’s Annual Report on Form 10-K, which was filed
with the SEC on February 24, 2021; certain of Phillips 66’s Current
Reports on Form 8-K; the Partnership’s Annual Report on Form 10-K
for the year ended December 31, 2020, which was filed with the SEC
on February 24, 2021, 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
registration statement/ information statement/prospectus 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 certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbors
created thereby. Words and phrases such as “is anticipated,” “is
estimated,” “is expected,” “is planned,” “is scheduled,” “is
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
Phillips 66 Partners 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 Phillips
66 Partners’ respective businesses; the effect of this
communication on the price of Phillips 66’s shares or Phillips 66
Partners’ common units; transaction costs; Phillips 66’s ability to
achieve benefits from the proposed transaction; and the diversion
of management’s time on transaction-related issues. Other factors
that could cause actual results to differ from those in
forward-looking statements include: the continuing effects of the
COVID-19 pandemic 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 the companies’ 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 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; potential disruption of 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,
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); the operation, financing and distribution
decisions of equity affiliates we do not control; and other
economic, business, competitive and/or regulatory factors affecting
Phillips 66’s and Phillips 66 Partners’ businesses generally as set
forth in our filings with the Securities and Exchange Commission.
Phillips 66 and Phillips 66 Partners are under no obligation (and
expressly disclaim any such obligation) to update or alter any
forward-looking statements, whether as a result of new information,
future events or otherwise.
About Phillips 66
Phillips 66 is a diversified energy manufacturing and logistics
company. With a portfolio of Midstream, Chemicals, Refining, and
Marketing and Specialties businesses, the company processes,
transports, stores and markets fuels and products globally.
Headquartered in Houston, the company has 14,000 employees
committed to safety and operating excellence. Phillips 66 had $57
billion of assets as of June 30, 2021. For more information, visit
www.phillips66.com or follow us on Twitter @Phillips66Co.
About Phillips 66 Partners
Headquartered in Houston, Phillips 66 Partners is a master
limited partnership formed by Phillips 66 to own, operate, develop
and acquire primarily fee-based crude oil, refined petroleum
products and natural gas liquids pipelines, terminals and other
midstream assets. For more information, visit
www.phillips66partners.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20211027005631/en/
Jeff Dietert (investors) 832-765-2297 jeff.dietert@p66.com
Shannon Holy (investors) 832-765-2297 shannon.m.holy@p66.com
Thaddeus Herrick (media) 855-841-2368
thaddeus.f.herrick@p66.com
Phillips 66 Partners (NYSE:PSXP)
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부터 11월(11) 2024 으로 12월(12) 2024
Phillips 66 Partners (NYSE:PSXP)
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부터 12월(12) 2023 으로 12월(12) 2024
