Current Report Filing (8-k)
February 21 2018 - 5:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
_______________________________________
Date of Report:
February 21, 2018
(Date of earliest event reported)
Phillips 66 Partners LP
(Exact name of registrant as specified in
its charter)
Delaware
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001-36011
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38-3899432
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2331 CityWest Boulevard
Houston, Texas 77042
(Address of principal executive offices
and zip code)
(855) 283-9237
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 8.01 Other Events.
Phillips 66 Partners LP, a Delaware limited
partnership (the “Partnership”), is filing this Current Report on Form 8-K in order to: (a) file Exhibit 99.1 hereto
to replace in its entirety the section under the heading “Material Tax Consequences” that appears in the prospectus
supplement filed with the Securities and Exchange Commission on June 6, 2016 (the “ATM Prospectus”); (b) file Exhibit
99.2 hereto to replace in its entirety the section under the heading “Material U.S. Federal Income Tax Consequences”
that appears in the Partnership’s Registration Statement on Form S-3 (Registration File No. 333-221353), as filed with the
Securities and Exchange Commission on November 20, 2017 (the “2017 Registration Statement”), to provide updated disclosure
regarding the material tax considerations associated with the Partnership’s operations and the purchase, ownership and disposition
of the Partnership’s common units; and (c) provide the legal opinion of Latham & Watkins LLP relating to certain tax
matters, a copy of which is filed as (i) Exhibit 8.1 hereto in connection with the ATM Prospectus, and (ii) Exhibit 8.2 hereto
in connection with the 2017 Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Phillips 66 Partners LP
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By:
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Phillips 66 Partners GP LLC, its general partner
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Dated: February 21, 2018
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By:
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/s/ J.T.Liberti
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J.T. Liberti
Vice President and Chief Operating
Officer
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