M&A: Phillips 66

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525002491

Comments: On January 6, 2025, Phillips 66 entered into an Equity Purchase Agreement to acquire all equity interests in EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP from SCM EPIC, LLC, Dos Rios Y-Grade Holdings LLC, and EPIC Y-Grade Holdings, LP for $2.2 billion. The transaction involves customary adjustments for cash, indebtedness, working capital, and transaction expenses. The acquisition is expected to be funded with cash on hand and possibly short-term debt. Completion is subject to mutual closing conditions, including regulatory approvals. The agreement contains customary representations, warranties, and termination rights. A press release regarding the agreement was also issued on the same day, and the complete purchase agreement is filed as an exhibit to this report.

Document Link: View Document

Additional details:

Equity Purchase Price: $2.2 billion


Transaction Type: acquisition


Target Companies: EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP


Closing Conditions: Approval under HSR Act, customary closing conditions


Press Release: Exhibit 99.1