Phillips 66 Announces Expiration and Final Results of Exchange Offers and Consent Solicitations
May 04 2022 - 4:00PM
Business Wire
Phillips 66 (NYSE: PSX) announced today the expiration and final
results of the previously announced offers to exchange
(collectively, the “Exchange Offers”) any and all validly tendered
(and not validly withdrawn) and accepted notes of the seven series
of notes described in the table below (collectively, the “Old
Notes”) issued by Phillips 66 Partners LP (“PSXP”) for notes to be
issued by Phillips 66 Company (“P66 Co”), a wholly owned subsidiary
of Phillips 66 (collectively, the “New Notes”), and the related
consent solicitations (the “Consent Solicitations”) to certain
proposed amendments to the corresponding indenture and to
supplemental indentures pursuant to which such Old Notes were
issued (the “Indenture Amendments”).
The Exchange Offers and Consent Solicitations expired as of
11:59 p.m., New York City time, on May 3, 2022 (the “Expiration
Date”). As of the Expiration Date, the following principal amounts
of each series of Old Notes were validly tendered and not validly
withdrawn (and consents thereby validly given and not validly
revoked) as reported by D.F. King & Co., Inc., the exchange
agent:
Title of Series of Old
Notes
CUSIP/ISIN No.
Maturity Date
Aggregate Principal Amount
Outstanding
Old Notes Tendered at Early
Participation Date
Old Notes Tendered after Early
Participation Date
Old Notes Tendered as of the
Expiration Date
Principal Amount
Percentage
2.450% Senior Notes due 2024
718549 AG3/
US718549AG31
December 15, 2024
$300,000,000
$274,406,000
$2,431,000
$276,837,000
92.28%
3.605% Senior Notes due 2025
718549 AB4/
US718549AB44
February 15, 2025
$500,000,000
$440,510,000
$0
$440,510,000
88.10%
3.550% Senior Notes due 2026
718549 AD0/
US718549AD00
October 1, 2026
$500,000,000
$457,354,000
$450,000
$457,804,000
91.56%
3.750% Senior Notes due 2028
718549 AF5/
US718549AF57
March 1, 2028
$500,000,000
$427,191,000
$52,000
$427,243,000
85.45%
3.150% Senior Notes due 2029
718549 AH1/
US718549AH14
December 15, 2029
$600,000,000
$569,920,000
$125,000
$570,045,000
95.01%
4.680% Senior Notes due 2045
718549 AC2/
US718549AC27
February 15, 2045
$450,000,000
$441,900,000
$0
$441,900,000
98.20%
4.900% Senior Notes due 2046
718549 AE8/
US718549AE82
October 1, 2046
$625,000,000
$604,337,000
$850,000
$605,187,000
96.83%
The Exchange Offers and Consent Solicitations were made upon the
terms and subject to the conditions set forth in the Confidential
Offering Memorandum and Consent Solicitation Statement dated April
6, 2022 (the “Offering Memorandum”).
As of the Expiration Date, all conditions to the Exchange Offers
were satisfied or waived. Upon settlement of the Exchange Offers
and Consent Solicitations, which is currently expected to occur on
Thursday, May 5, 2022, P66 Co will (i) issue to the holders of the
Old Notes who tendered in advance of 5:00 p.m., New York City time,
on April 19, 2022 (the “Early Participation Date”) $1,000 principal
amount of the corresponding series of New Notes for each $1,000
principal amount of the Old Notes that have been accepted for
exchange, (ii) issue to the holders of the Old Notes who tendered
after the Early Participation Date but before the Expiration Date
$970 principal amount of the corresponding series of New Notes for
each $1,000 principal amount of Old Notes that have been accepted
for exchange and (iii) pay to the holders of the Old Notes who
tendered in advance of the Early Participation Date $1.00 in cash
for each $1,000 principal amount of the Old Notes that have been
accepted for exchange as part of the exchange consideration.
In addition, as previously disclosed, P66 Co received consents
in the Consent Solicitations sufficient to approve the Indenture
Amendments. As a result, PSXP and the respective trustees for the
Old Notes have entered into supplemental indentures on April 20,
2022, implementing those Indenture Amendments effective from the
settlement date of the Exchange Offers.
The New Notes will only be issued to eligible holders of Old
Notes who have completed and returned an eligibility form
confirming that they are either (a) “qualified institutional
buyers” as defined in Rule 144A under the Securities Act of 1933
(the “Securities Act”), or (b) outside the United States and (i)
are persons other than U.S. persons in reliance upon Regulation S
under the Securities Act, (ii) are not “EEA Retail Investors” or
“UK Retail Investors” (each as defined in the Offering Memorandum)
and (iii) in the case of persons located in the United Kingdom, are
“Relevant Persons” (as defined in the Offering Memorandum).
Phillips 66 will file a Current Report on Form 8-K after the
settlement of the Exchange Offers and Consent Solicitations
attaching, among other things, the indenture governing the New
Notes. A copy of the Form 8-K will be available on the Securities
and Exchange Commission (“SEC”) website (sec.gov) and on the
Phillips 66 website (phillips66.com).
The New Notes have not been registered under the Securities Act
or any state securities laws. In connection with the issuance of
the New Notes, P66 Co and Phillips 66 will enter into a
registration rights agreement pursuant to which they will agree to
exchange the New Notes for registered notes having substantially
the same terms as the New Notes or, in certain circumstances, to
register the resale of New Notes with the SEC. Until they are
registered, the New Notes may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.
About Phillips 66
Phillips 66 (NYSE: PSX) transports, manufactures 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.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the federal securities laws. These forward-looking
statements include statements regarding the settlement of the
Exchange Offers and the issuance of the New Notes. These
forward-looking statements are subject to risks and uncertainties,
including the risks disclosed in the Offering Memorandum and the
filings of Phillips 66 with the SEC, including its Annual Report on
Form 10-K for the year ended December 31, 2021.
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version on businesswire.com: https://www.businesswire.com/news/home/20220504006151/en/
Phillips 66 Jeff Dietert, 832-765-2297 (investors)
jeff.dietert@p66.com
Shannon Holy, 832-765-2297 (investors)
shannon.m.holy@p66.com
Thaddeus Herrick, 855-841-2368 (media)
thaddeus.f.herrick@p66.com
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