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EXPLANATORY NOTE
This Amendment No. 14 to Schedule 13D (“Amendment No. 14”) amends and supplements the statement on
Schedule 13D concerning the common units representing limited partner interests (“Common Units”) in DCP Midstream, LP (the “Partnership”) filed by Midstream (as defined below) and DCP LP Holdings, LLC on
February 28, 2008 (as subsequently amended to date, the “Schedule 13D”). Only those items of the Schedule 13D that are being amended hereby are included herein.
Item 2. Identity and Background.
The information previously provided in response to this Item 2 is hereby amended and supplemented by adding the following paragraphs:
Effective June 1, 2023, George Green, Group Vice President and General Counsel of GP LLC, stepped down from his positions with GP LLC and
its subsidiaries and affiliates.
As described in Item 4 of this Amendment No. 14, at the effective time of the Merger (as defined
below), all of the Public Common Units (as defined below), including all of the Common Units owned by the directors and executive officers listed in this Item 2, were converted into the right to receive the Merger Consideration (as defined below).
Accordingly, none of the directors or executive officers listed in this Item 2 own any Common Units.
Item 3. Source and Amount of Funds or Other
Consideration.
The information previously provided in response to this Item 3 is hereby amended and supplemented by adding the
following paragraph:
Pursuant to the DCP Merger Agreement (as defined below), the Merger Consideration described in Item 4 of this
Amendment No. 14 (which Item 4 is incorporated herein by reference) consisted entirely of cash and totaled approximately $3.8 billion. The Merger Consideration was funded with cash on hand, including with proceeds from senior unsecured
debt securities issued by P66Co in March 2023 and a pending draw of $1.25 billion on P66Co’s previously disclosed $1.5 billion delayed draw term loan agreement, which matures in June 2026. The Merger was not subject to any financing condition.
Item 4. Purpose of Transaction.
The information previously provided in response to this Item 4 is hereby amended and supplemented by adding the following paragraphs:
On June 15, 2023, pursuant to the terms of the DCP Merger Agreement, Merger Sub merged with and into the Partnership, with the Partnership
surviving and continuing to exist as a Delaware limited partnership.
Pursuant to the DCP Merger Agreement, each Public Common Unit issued
and outstanding as of immediately prior to the Effective Time (other than the Sponsor Owned Units, which remained outstanding and were unaffected by the Merger) was converted into the right to receive the Merger Consideration. The limited liability
company interests in Merger Sub issued and outstanding immediately prior to the Effective Time were converted into a number of Common Units equal to the number of Public Common Units issued and outstanding immediately prior to the Effective Time. As
a result of the Merger, the Reporting Persons collectively are the beneficial owners of all of the Common Units.
Following the
consummation of the Merger, the Common Units were withdrawn from listing on the New York Stock Exchange and will be deregistered under the Exchange Act. Because the registration of the Common Units will be terminated, Common Units held by the
Reporting Persons will no longer be subject to reporting under Section 13(d) of the Exchange Act upon effectiveness of the deregistration. Accordingly, this Amendment No. 14 constitutes an exit filing for the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
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(a) |
See rows (11) and (13) of the cover pages to this Amendment No. 14 for the aggregate number of Common
Units and percentages of Common Units beneficially owned by each of the Reporting Persons, which information is incorporated herein by reference. |
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(b) |
See rows (7) through (10) of the cover pages to this Amendment No. 14 for the number of Common Units
as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to direct the disposition, which information is incorporated herein by reference. |
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(c) |
Other than as described in Item 3 and Item 4, during the past 60 days none of the Reporting Persons has
effected any transactions in the Common Units. |
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(d) |
PGC owns a 76.64% Class A Percentage Interest (as defined in the Third A&R LLC Agreement) in Midstream
and Spectra DEFS Holding owns a 23.36% Class A Percentage Interest in Midstream. The Class A Membership Interests (as defined in the Third A&R LLC Agreement) in Midstream held by PGC and Spectra DEFS Holding represent such
member’s share of the right to receive distributions from, or the proceeds from the sale of, the Common Units owned directly by Midstream and the General Partner. |