PHILLIPS 66 Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the Merger Agreement, at the effective time of the Merger
(the "Effective Time"), each common unit representing a limited partner interest
in DCP (each, a "Common Unit") issued and outstanding as of immediately prior to
the Effective Time (other than the Sponsor Owned Units, as defined below) (each,
a "Public Common Unit") will be converted into the right to receive
DCP's preferred units will be unaffected by the Merger and will remain outstanding immediately following the Merger.
The Common Units owned by
The Merger Agreement and the transactions contemplated thereby, including the
Merger, were unanimously approved on behalf of DCP by the special committee (the
"DCP Special Committee") and the board of directors of
The Merger Agreement contains customary representations and warranties from the parties and each party has agreed to customary covenants. Completion of the Merger is subject to certain customary conditions, including, among others: (i) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement; (ii) the mailing of an information statement on Schedule 14C at least 20 days prior to the closing of the Merger; (iii) subject to specified materiality standards, the accuracy of the representations and warranties of each party; and (iv) compliance by each party in all material respects with its respective covenants.
The Merger Agreement provides for certain termination rights for both the
Company and DCP, including in the event that (i) the parties agree by mutual
written consent to terminate the Merger Agreement; (ii) the closing of the
Merger does not occur on or before
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
The foregoing summary of the Merger Agreement has been included to provide investors and security holders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about the Company, DCP or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement and as of specified dates, were solely for the benefit of the respective parties to such agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the respective parties to such agreement instead of establishing these matters as facts, and may be subject to standards of materiality
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that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, DCP or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's or DCP's public disclosures.
Relationships
DCP Midstream is the sole member of
Item 7.01 Regulation FD Disclosure.
The Company and DCP issued a joint press release on
The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Additional Information and Where You Can Find It
This report does not constitute a solicitation of any vote or approval with
respect to the proposed transaction. This report relates to a proposed business
combination between the Company and DCP. In connection with the proposed
transaction, the Company and DCP expect to file an information statement and
other documents with the
Participants in the Solicitation
The Company, DCP and their respective directors, executive officers and certain
other members of management may be deemed to be participants in the solicitation
of consents in respect of the transaction. Information about these persons is
set forth in the Company's proxy statement relating to its 2022 Annual Meeting
of Stockholders, which was filed with the
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CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the anticipated consummation of the proposed transaction and the timing thereof. Words such as "anticipated," "estimated," "expected," "planned," "scheduled," "targeted," "believes," "continues," "intends," "will," "would," "objectives," "goals," "projects," "efforts," "strategies" and similar expressions are used to identify such forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements included in this report are based on management's expectations, estimates and projections as of the date they are made.
These statements are not guarantees of future performance and you should not
unduly rely on them as they involve certain risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecast in such forward-looking
statements. Forward-looking statements contained in this report include, but are
not limited to, statements regarding the expected benefits of the potential
transaction to the Company and its shareholders and DCP and its unitholders, and
the anticipated consummation of the proposed transaction and the timing thereof.
Factors that could cause actual results or events to differ materially from
those described in the forward-looking statements include: uncertainties as to
the timing to consummate the potential transaction; the effects of disruption to
the Company's or DCP's respective businesses; the effect of this communication
on the price of the Company's shares or DCP's common units; transaction costs;
the Company's ability to achieve benefits from the proposed transaction; and the
diversion of management's time on integration-related and transaction-related
issues. Other factors that could cause actual results to differ from those in
forward-looking statements include: the effects of any widespread public health
crisis and its negative impact on commercial activity and demand for refined
petroleum products; the inability to timely obtain or maintain permits necessary
for capital projects; changes to worldwide government policies relating to
renewable fuels and greenhouse gas emissions that adversely affect programs like
the renewable fuel standards program, low carbon fuel standards and tax credits
for biofuels; fluctuations in NGL, crude oil, and natural gas prices, and
petrochemical and refining margins; unexpected changes in costs for
constructing, modifying or operating our facilities; unexpected difficulties in
manufacturing, refining or transporting our products; the level and success of
drilling and production volumes around our Midstream assets; risks and
uncertainties with respect to the actions of actual or potential competitive
suppliers and transporters of refined petroleum products, renewable fuels or
specialty products; lack of, or disruptions in, adequate and reliable
transportation for our NGL, crude oil, natural gas, and refined products;
potential liability from litigation or for remedial actions, including removal
and reclamation obligations under environmental regulations; failure to complete
construction of capital projects on time and within budget; the inability to
comply with governmental regulations or make capital expenditures to maintain
compliance; limited access to capital or significantly higher cost of capital
related to illiquidity or uncertainty in the domestic or international financial
markets, which may also impact our ability to repurchase shares and declare and
pay dividends; potential disruption of our operations due to accidents, weather
events, including as a result of climate change, terrorism or cyberattacks;
general domestic and international economic and political developments including
armed hostilities (including the
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--------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, datedJanuary 5, 2023 , by and amongPhillips 66 ,Phillips 66 Project Development Inc. ,Dynamo Merger Sub LLC , DCP Midstream, LP,DCP Midstream GP, LP andDCP Midstream GP, LLC . 99.1 Press Release, datedJanuary 6, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K
and will be provided to the
upon request.
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