Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
Under the terms of the Merger Agreement, at the effective time of the Merger
(the "Effective Time"), (i) each outstanding common unit representing a limited
partner interest in the Partnership (each, a "Common Unit") other than Common
Units owned by the Company and its subsidiaries, including
The Conflicts Committee (the "Conflicts Committee") of the board of directors of the General Partner (the "GP Board") has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and the holders of Public Common Units, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolve to direct that the Merger Agreement be submitted to a vote of the limited partners of the Partnership (the "Limited Partners") for approval. The GP Board (acting upon the recommendation of the Conflicts Committee) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and the Limited Partners, (ii) authorized and approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to a vote of the Limited Partners and (iv) authorized the Limited Partners to act by written consent pursuant to the terms of the Third A&R Partnership Agreement (as defined below).
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Immediately following the execution of the Merger Agreement and the LPA Amendment (as defined below), P66 PDI, which as of the Record Date (as defined below) held 169,760,137 Common Units (the "Covered Units"), representing approximately 70.21% of the outstanding Common Units and Series A preferred units representing limited partner interests in the Partnership ("Series A Preferred Units"), voting together as a single class on an as-converted basis, delivered its written consents with respect to all of the Covered Units approving the Merger Agreement and the transactions contemplated thereby, including the Merger (the "Merger Written Consent"), and the LPA Amendment (as defined below) (the "LPA Written Consent" and together with the Merger Written Consent, the "Written Consents").
The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of business during the interim period between the execution of the Merger Agreement and the Effective Time and . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership
On
The foregoing summary of the LPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
Item 5.07 Submission of Matters to a Vote of Securityholders.
In connection with the completion of the Merger, the GP Board authorized the
Limited Partners to act by written consent pursuant to the terms of the Third
A&R Partnership Agreement in order to provide their approval for the Merger
Agreement and the transactions contemplated thereby, including the Merger , and
the LPA Amendment. The GP Board set
Item 7.01 Regulation FD Disclosure.
The Company and the Partnership 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 (the "Exchange Act").
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements as defined under federal securities laws. Words and phrases such as "is anticipated," "is estimated," "is expected," "is planned," "is scheduled," "is 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,
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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. Factors that could
cause actual results or events to differ materially from those described in the
forward-looking statements include: the realization of expected benefits of the
proposed transaction to the Company and the Partnership and their stockholders
and unitholders, respectively; the anticipated completion of the proposed
transaction and the timing thereof; the expected future growth, dividends and
distributions of the combined company, and plans and objectives of management
for future operations; the continued ability of the Company to satisfy its
obligations under our commercial and other agreements; the volume of crude oil,
refined petroleum products and natural gas liquids ("NGL") we or our equity
affiliates transport, fractionate, terminal and store; the tariff rates with
respect to volumes transported through our regulated assets, which are subject
to review and possible adjustment by federal and state regulators; fluctuations
in the prices for crude oil, refined petroleum products and NGL; the continuing
effects of the COVID-19 pandemic and its negative impact on commercial activity
and demand for refined petroleum products; changes in governmental policies
relating to crude oil, refined petroleum products or NGL pricing, regulation,
taxation, or exports; liabilities associated with the risks and operational
hazards inherent in transporting, fractionating, terminaling and storing crude
oil, refined petroleum products and NGL; curtailment of operations due to
accidents, severe weather (including as a result of climate change) or natural
disasters, riots, strikes or lockouts; the inability to obtain or maintain
permits, in a timely manner or at all, and the possible revocation or
modification of permits; our ability to successfully execute growth strategies;
the operation, financing and distribution decisions of our equity affiliates;
costs to comply with environmental laws and safety regulations; failure of
information technology due to various causes, including unauthorized access or
attacks; changes to the costs to deliver and transport crude oil, refined
petroleum products and NGL; potential liability from litigation or for remedial
actions, including removal and reclamation obligations under environmental
regulations; the failure to complete construction of capital projects on time
and within budget; general domestic and international economic and political
developments including armed hostilities, expropriation of assets, and other
political, economic or diplomatic developments, including those caused by public
health issues; our ability to comply with our debt covenants and to incur
additional indebtedness on favorable terms; changes in tax, environmental and
other laws and regulations; and other economic, business, competitive and/or
regulatory factors affecting the Partnership's businesses generally as set forth
in our filings with the
No Offer or Solicitation
This report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended.
Additional Information and Where You Can Find It
In connection with the proposed transaction, the Company will file a
registration statement on Form S-4, which will include an information statement
of the Partnership, with the
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INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS
ASSOCIATED WITH THE TRANSACTION. A definitive information statement will be sent
to securityholders of the Partnership in connection with any solicitation of
proxies or consents of the Partnership unitholders relating to the proposed
transaction. Investors and securityholders may obtain a free copy of such
documents and other relevant documents (if and when available) filed by the
Company or the Partnership with the
Participants in the Solicitation Relating to the Merger
The Company, the Partnership and their respective directors, executive officers
and certain other members of management may be deemed to be participants in the
solicitation of proxies and consents in respect of the transaction. Information
about these persons is set forth in the Partnership's Annual Report on Form
10-K, which was filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 2.1* Agreement and Plan of Merger, dated as of October 26, 2021, by and among Phillips 66, Phillips 66 Company , Phillips 66 Project Development Inc., Phoenix Sub LLC, Phillips 66 Partners LP, and Phillips 66 Partners GP LLC 3.1 Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of Phillips 66 Partners LP, dated as of October 26, 2021 99.1 Press Release dated October 2 7 , 2021 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
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