Phillips 66 Partners LP (NYSE: PSXP) (the “Partnership”) today announced
that it has priced $500 million aggregate principal amount of 3.75
percent unsecured senior notes due 2028 (the “2028 notes”) and $150
million aggregate principal amount of 4.68 percent unsecured senior
notes due 2045 (the “new 2045 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
new 2045 notes are being offered as additional notes under an indenture
pursuant to which the Partnership issued 4.68 percent senior notes due
2045 on Feb. 23, 2015. The 2028 notes were offered at a price to the
public of 99.620 percent of par and the new 2045 notes were offered at a
price to the public of 100.024 percent of par.
The Partnership expects to use the net proceeds from this offering (i)
to repay indebtedness assumed by the Partnership as part of the
consideration for its previously announced acquisition of an indirect 25
percent interest in the Bakken Pipeline and a direct 100 percent
interest in Merey Sweeny, LP from Phillips 66 and (ii) for general
partnership purposes, including funding future acquisitions and organic
projects and the repayment of outstanding indebtedness under the
Partnership’s revolving credit facility. The closing of the senior notes
offering is expected to occur on Oct. 13, 2017, subject to satisfaction
of customary closing conditions.
Citigroup Global Markets Inc., MUFG Securities Americas Inc., Scotia
Capital (USA) Inc., and TD Securities (USA) LLC are acting as the joint
book-running managers for this offering, and BNP Paribas Securities
Corp., Deutsche Bank Securities Inc., Goldman Sachs & Co., and Mizuho
Securities USA Inc. are acting as the passive book-runners. A copy of
the prospectus supplement and accompanying base prospectus relating to
this offering may be obtained, when available, by sending a request to:
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Citigroup Global Markets Inc.
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MUFG Securities Americas Inc.
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c/o Broadridge Financial Solutions
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1221 Avenue of the Americas, 6th Floor
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1155 Long Island Avenue
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New York, NY 10020
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Edgewood, NY 11717
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Telephone: (877) 649-6848
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Telephone: (800) 831-9146
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prospectus@citi.com
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Scotia Capital (USA) Inc.
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TD Securities (USA) LLC
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250 Vesey Street
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31 W. 52nd Street, 2nd Floor
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New York, NY 10281
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New York, NY 10019
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Telephone: (800) 372-3930
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Telephone: (855) 495-9846
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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.
CAUTIONARY STATEMENTS
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 the accuracy of our assumptions used to estimate the benefits to be
realized from the acquisition, our ability to successfully integrate the
acquired assets into our operations, and other factors as 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.
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