Phillips 66 Announces Offer to Acquire Outstanding Publicly Held Common Units of DCP Midstream, LP
17 August 2022 - 11:06PM
Business Wire
Concurrent with Phillips 66’s (NYSE: PSX) announcement of the
realignment of economic and governance interests in DCP Midstream,
LP (DCP Midstream), Phillips 66 also announced today it has
submitted a non-binding proposal to the board of directors of the
general partner of DCP Midstream offering to acquire all publicly
held common units of DCP Midstream for cash. Subject to negotiation
and execution of a definitive agreement, Phillips 66 is proposing
consideration of $34.75 for each outstanding publicly-held common
unit of DCP Midstream as part of a transaction that would be
structured as a merger of DCP Midstream with an indirect subsidiary
of Phillips 66 with DCP Midstream as the surviving entity.
The proposed transaction is subject to the negotiation and
execution of a definitive agreement and approval of such definitive
agreement and transactions contemplated thereunder by the board of
directors of the general partner of DCP Midstream and a conflicts
committee thereof. The consummation of the proposed transaction
would also be subject to customary closing conditions. There can be
no assurance that any such approvals will be forthcoming, that a
definitive agreement will be executed or that any transaction will
be consummated.
Phillips 66 engaged Barclay's Capital Inc. as financial advisor
and Bracewell LLP as legal counsel. For more information regarding
Phillips 66’s previous announcement of the realignment of economic
and governance interests in DCP Midstream, refer to the Strategic
Joint Venture Update available on the Phillips 66 Investors site,
phillips66.com/investors.
Additional Information and Where You Can Find It
This communication does not constitute a solicitation of any
vote or approval with respect to the proposed transaction. This
communication relates to a proposed business combination between
Phillips 66 and DCP Midstream, LP (“DCP Midstream”). In connection
with the proposed transaction, subject to further developments and
if a transaction is agreed, Phillips 66 and DCP Midstream expect to
file an information statement and other documents with the U.S.
Securities and Exchange Commission (“SEC”). INVESTORS AND
SECURITYHOLDERS OF PHILLIPS 66 AND DCP MIDSTREAM ARE ADVISED TO
CAREFULLY READ ANY INFORMATION STATEMENT AND ANY OTHER DOCUMENTS
THAT HAVE BEEN FILED OR MAY BE FILED WITH THE SEC (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS
ASSOCIATED WITH THE TRANSACTION. Any definitive information
statement, if and when available, will be sent to securityholders
of DCP Midstream relating to the proposed transaction. Investors
and securityholders may obtain a free copy of such documents and
other relevant documents (if and when available) filed by Phillips
66 or DCP Midstream with the SEC from the SEC’s website at
www.sec.gov. Securityholders and other interested parties will also
be able to obtain, without charge, a copy of such documents and
other relevant documents (if and when available) from Phillips 66’s
website at www.phillips66.com under the “Investors” tab under the
heading “SEC Filings” under the “Financial Information” sub-tab or
from DCP Midstream’s website at www.dcpmidstream.com under the
“Investors” tab and the “SEC Filings” sub-tab.
Participants in the Solicitation
Phillips 66, DCP Midstream and their respective directors,
executive officers and certain other members of management may be
deemed to be participants in the solicitation of consents in
respect of the transaction. Information about these persons is set
forth in Phillips 66’s proxy statement relating to its 2022 Annual
Meeting of Stockholders, which was filed with the SEC on March 31,
2022; Phillips 66’s Annual Report on Form 10-K, which was filed
with the SEC on February 18, 2022; certain of Phillips 66’s Current
Reports on Form 8-K; DCP Midstream’s Annual Report on Form 10-K for
the year ended December 31, 2021, which was filed with the SEC on
February 18, 2022, and subsequent statements of changes in
beneficial ownership on file with the SEC. Securityholders and
investors may obtain additional information regarding the interests
of such persons, which may be different than those of the
respective companies’ securityholders generally, by reading the
information statement and other relevant documents regarding the
transaction (if and when available), which may be filed with the
SEC.
CAUTIONARY STATEMENT FOR FORWARD-LOOKING
STATEMENTS
This release contains certain forward-looking statements. Words
and phrases such as “anticipated,” “estimated,” “expected,”
“planned,” “scheduled,” “targeted,” “believes,” “continues,”
“intends,” “will,” “would,” “objectives,” “goals,” “projects,”
“efforts,” “strategies” and similar expressions are used to
identify such forward-looking statements. However, the absence of
these words does not mean that a statement is not forward-looking.
Forward-looking statements included in this release are based on
management’s expectations, estimates and projections as of the date
they are made. These statements are not guarantees of future
performance and you should not unduly rely on them as they involve
certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecast in such
forward-looking statements. Forward-looking statements contained in
this release include, but are not limited to, statements regarding
the expected benefits of the potential transaction to Phillips 66
and its shareholders and DCP Midstream and its unitholders, and the
anticipated consummation of the proposed transaction and the timing
thereof. Factors that could cause actual results or events to
differ materially from those described in the forward-looking
statements include: uncertainties as to the timing to consummate
the potential transaction; the effects of disruption to Phillips
66’s or DCP Midstream’s respective businesses; the effect of this
communication on the price of Phillips 66’s shares or DCP
Midstream’s common units; transaction costs; Phillips 66’s ability
to achieve benefits from the proposed transaction; and the
diversion of management’s time on transaction-related issues. Other
factors that could cause actual results to differ from those in
forward-looking statements include: the effects of any widespread
public health crisis and its negative impact on commercial activity
and demand for refined petroleum products; the inability to timely
obtain or maintain permits necessary for capital projects; changes
to worldwide government policies relating to renewable fuels and
greenhouse gas emissions that adversely affect programs like the
renewable fuel standards program, low carbon fuel standards and tax
credits for biofuels; fluctuations in NGL, crude oil, and natural
gas prices, and petrochemical and refining margins; unexpected
changes in costs for constructing, modifying or operating our
facilities; unexpected difficulties in manufacturing, refining or
transporting our products; the level and success of drilling and
production volumes around our Midstream assets; risks and
uncertainties with respect to the actions of actual or potential
competitive suppliers and transporters of refined petroleum
products, renewable fuels or specialty products; lack of, or
disruptions in, adequate and reliable transportation for our NGL,
crude oil, natural gas, and refined products; potential liability
from litigation or for remedial actions, including removal and
reclamation obligations under environmental regulations; failure to
complete construction of capital projects on time and within
budget; the inability to comply with governmental regulations or
make capital expenditures to maintain compliance; limited access to
capital or significantly higher cost of capital related to
illiquidity or uncertainty in the domestic or international
financial markets; potential disruption of our operations due to
accidents, weather events, including as a result of climate change,
terrorism or cyberattacks; general domestic and international
economic and political developments including armed hostilities,
expropriation of assets, and other political, economic or
diplomatic developments, including those caused by public health
issues and international monetary conditions and exchange controls;
changes in governmental policies relating to NGL, crude oil,
natural gas, refined petroleum products, or renewable fuels
pricing, regulation or taxation, including exports; changes in
estimates or projections used to assess fair value of intangible
assets, goodwill and property and equipment and/or strategic
decisions with respect to our asset portfolio that cause impairment
charges; investments required, or reduced demand for products, as a
result of environmental rules and regulations; changes in tax,
environmental and other laws and regulations (including alternative
energy mandates); political and societal concerns about climate
change that could result in changes to our business or increase
expenditures, including litigation-related expenses; 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 businesses generally as
set forth in our filings with the Securities and Exchange
Commission. Phillips 66 is under no obligation (and expressly
disclaims any such obligation) to update or alter its
forward-looking statements, whether as a result of new information,
future events or otherwise.
About Phillips 66
Phillips 66 (NYSE: PSX) manufactures, transports and markets
products that drive the global economy. The diversified energy
company’s portfolio includes Midstream, Chemicals, Refining, and
Marketing and Specialties businesses. Headquartered in Houston,
Phillips 66 has employees around the globe who are committed to
safely and reliably providing energy and improving lives while
pursuing a lower-carbon future. For more information, visit
phillips66.com or follow @Phillips66Co on LinkedIn or Twitter.
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version on businesswire.com: https://www.businesswire.com/news/home/20220817005678/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
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