M&A - Phillips 66

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525120396

Filing Summary: On May 15, 2025, Phillips 66 announced via press release that its subsidiary, Phillips 66 Continental Holding GmbH, has agreed to sell 65 percent of its equity interests in a limited partnership named Carrera LP, which will hold the Company's retail marketing assets in Austria and Germany, to Carrera Bidco Limited. Post-transaction, Phillips 66 will retain a 35 percent interest in Carrera LP. The deal is expected to generate approximately €1.5 billion (about $1.6 billion) in pre-tax cash proceeds. The closing is anticipated in the second half of 2025, pending regulatory approvals. Additionally, a Partnership Agreement and Shareholders’ Agreement will be established to govern Carrera LP, incorporating minority protection rights and obligations. The Company will also enter a multi-year agreement to supply transportation fuels to Carrera LP’s subsidiary from the MiRO Refinery.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525070544

Filing Summary: On April 1, 2025, Phillips 66 amended its accounts receivable securitization program, increasing the maximum facility size from $500 million to $1 billion through the Second Amendment to Receivables Purchase and Financing Agreement. Additionally, the company completed the acquisition of all issued and outstanding equity interests in EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP for cash consideration of approximately $2.2 billion. This acquisition was made pursuant to an Equity Purchase Agreement dated January 6, 2025. The document includes a press release related to the completion of the EPIC NGL Transaction.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525002491

Filing Summary: 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.