HOUSTON–(BUSINESS WIRE)–Phillips 66 Partners LP (NYSE: PSXP) (the “Partnership”) today announced that it has priced $500 million aggregate principal amount of 3.55 percent unsecured senior notes due 2026 (the “2026 notes”) and $625 million aggregate principal amount of 4.90 percent unsecured senior notes due 2046 (the “2046 notes”) in an underwritten public offering pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (“SEC”). The 2026 notes were offered at a price to the public of 99.901 percent of par and the 2046 notes were offered at a price to the public of 99.303 percent of par.
The Partnership expects to use the net proceeds from this offering (i) to pay the cash consideration payable by the Partnership for its previously announced acquisition of 30 crude, products, and NGL logistics assets from Phillips 66 and (ii) for general partnership purposes, including repayment of outstanding indebtedness and to fund capital expenditures. The closing of this offering is not conditioned on the closing of the announced acquisition. The closing of the senior notes offering is expected to occur on October 14, 2016, subject to satisfaction of customary closing conditions.
J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Mizuho Securities USA Inc. are acting as the joint book-running managers for this offering and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., DNB Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Barclays Capital Inc. and RBC Capital Markets, LLC are acting as the passive book-runners, and Commerz Markets LLC, HSBC Securities (USA) Inc., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., The Williams Capital Group, L.P., U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC are acting as the co-managers. A copy of the prospectus supplement and accompanying base prospectus relating to this offering may be obtained, when available, by sending a request to:
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Telephone: (212) 834-4533
Credit Suisse Securities (USA) LLC
Attn: Credit Suisse Prospectus Department
One Madison Avenue
New York, NY 10010
Telephone: (800) 221-1037
Goldman, Sachs & Co.
Attn: Prospectus Department
200 West Street
New York, NY 10282
Telephone: (212) 902-9316
| Mizuho Securities USA Inc.
320 Park Avenue
New York, NY 10022
Telephone: (866) 271-7403
These documents may also be obtained free of charge when they are available from the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The offering will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About Phillips 66 Partners
Headquartered in Houston, Texas, Phillips 66 Partners is a growth-oriented master limited partnership formed by Phillips 66 to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum product and natural gas liquids pipelines and terminals and other transportation and midstream assets.
This press release contains forward-looking statements as defined under the federal securities laws, including projections, plans and objectives. Although Phillips 66 Partners believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond Phillips 66 Partners’ control. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from what Phillips 66 Partners anticipated, estimated, projected or expected. The key risk factors that may have a direct bearing on the forward-looking statements are described in the filings that Phillips 66 Partners makes with the Securities and Exchange Commission. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than as described. All forward-looking statements in this release are made as of the date hereof and Phillips 66 Partners undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.