Aligns strategic interests through the restructuring of joint ventures
Increases economic interest in DCP Midstream, LP
Enhances existing NGL platform through value chain integration
Transaction concluded and closed on August 17, 2022
HOUSTON–(BUSINESS WIRE)–Philips 66 (NYSE:PSX) today announced a realignment of its economic and governance interests in DCP Midstream, LP (DCP Midstream) (NYSE:DCP) and Gray Oak Pipeline, LLC (Gray Oak Pipeline) through the merger of existing joint ventures held with Enbridge Inc. (Enbridge).
Phillips 66 has increased its economic interest in DCP Midstream from 28.26% to 43.31% and will oversee and manage the joint venture’s interest in DCP Midstream, including the general partner. Phillips 66’s economic interest in Gray Oak Pipeline decreased from 42.25% to 6.50%. Enbridge will oversee and manage the joint venture’s interest in the Gray Oak Pipeline. As part of the transaction, Phillips 66 contributed approximately $400 million in cash. The transaction is expected to be earnings accretive.
“We are building our integrated NGL business to further strengthen our competitive position, while creating operational and commercial synergies,” said Mark Lashier, President and CEO of Phillips 66. “DCP is a valued company in our portfolio and enhances our existing value chain from wellhead to market, creating a platform for future NGL growth. We remain focused on operational excellence and disciplined capital allocation to create sustainable value for our shareholders.
DCP Midstream is a master limited partnership with a diversified portfolio of assets, engaged in the business of gathering, processing, transporting, storing and marketing natural gas, and transporting, fractionating and marketing liquids of natural gas. Phillips 66 and Enbridge hold their general partner and limited partner interests of DCP Midstream through DCP Midstream, LLC.
Gray Oak Holdings, LLC, a joint venture between Phillips 66 and Enbridge, was merged with and into DCP Midstream, LLC. The joint venture continues to own 65% of the Gray Oak Pipeline crude oil system with a capacity of 900,000 barrels per day of crude oil from the Permian and Eagle Ford Basins in West Texas to the US Gulf Coast.
The transaction was concluded and closed on August 17, 2022. BofA Securities, Inc. acted as exclusive financial advisor to Phillips 66. Bracewell LLP acted as legal advisor and Gibson Dunn & Crutcher LLP acted as advisor Phillips 66 Special Tax.
CAUTION FOR FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements. Words and phrases such as “expected”, “estimated”, “expected”, “expected”, “scheduled”, “targeted”, “believes”, “continues”, “intends”, “will”, ” would”, “objectives”, “goals”, “plans”, “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 is not forward-looking. The forward-looking statements included in this release are based on management’s expectations, estimates and projections as of the date they are made. Such statements are not guarantees of future performance and should not be relied upon. undue reliance on them because they involve certain risks, uncertainties and assumptions that are difficult to predict. As a result, actual results may differ materially from what is expressed or anticipated in these forward-looking statements. The forward-looking statements contained in this press release include, but are not limit, dice statements regarding the expected benefits of the potential transaction to Phillips 66 and its shareholders and DCP Midstream and its unitholders, as well as the expected completion 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 of the potential transaction; the effects of disruption to the respective businesses of Phillips 66 or DCP Midstream; the effect of such communication on the price of Phillips 66 shares or DCP Midstream common units; transaction costs; Phillips 66’s ability to profit from the proposed transaction; and the diversion of management’s time on transaction-related matters. Other factors that could cause actual results to differ from those in the forward-looking statements include: the effects of any widespread public health crisis and its adverse impact on business activity and demand for refined petroleum products; failure to timely obtain or maintain necessary permits for capital projects; changes to global government policies related to renewable fuels and greenhouse gas emissions that negatively impact programs such as the Renewable Fuels 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 the costs of constructing, modifying or operating our facilities; unexpected difficulties in the manufacture, refining or transportation of our products; the level and success of drilling and production volumes around our Midstream assets; risks and uncertainties regarding the actions of actual or potential competing suppliers and carriers of refined petroleum products, renewable fuels or specialty products; the absence or disruption of adequate and reliable transportation for our NGLs, crude oil, natural gas and refined products; potential liability in the event of litigation or remedial action, including removal and restoration obligations under environmental regulations; failure to complete construction of capital projects on time and within budget; failure to comply with government regulations or make capital expenditures to maintain compliance; limited access to capital or a significantly higher cost of capital related to illiquidity or uncertainty in domestic or international financial markets; potential disruption to our operations due to accidents, weather events, including as a result of climate change, terrorism or cyber attacks; general national 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 concerns and international monetary conditions and the exchange control; changes in government policies relating to NGLs, crude oil, natural gas, refined petroleum products or renewable fuels pricing, regulation or taxation, including exports; changes in estimates or projections used to assess the fair value of intangible assets, goodwill and property, plant and equipment and/or strategic decisions regarding our portfolio of assets that result in impairment charges; required investments or reduced demand for products due to environmental rules and regulations; changes in tax, environmental and other laws and regulations (including alternative energy mandates); political and societal concerns about climate change that could cause changes to our business or increase expenses, including litigation-related expenses; operating, financing and distribution decisions of equity-accounted companies that we do not control; and other economic, business, competitive and/or regulatory factors affecting Phillips 66’s business generally, as disclosed in our filings with the Securities and Exchange Commission. Phillips 66 is under no obligation (and expressly disclaims any such obligation) to update or change its forward-looking statements, whether as a result of new information, future events or otherwise.
About Philips 66
Phillips 66 (NYSE:PSX) manufactures, transports and markets products that drive the global economy. The diversified energy company’s portfolio includes midstream, chemical, refining and marketing and specialty businesses. Headquartered in Houston, Phillips 66 has employees around the world who are committed to providing safe and reliable energy and improving lives while pursuing a low-carbon future. For more information, visit phillips66.com or follow @Phillips66Co on LinkedIn or Twitter.
Jeff Dietert (investors)
Shannon Holy (investors)
Thaddeus Herrick (media)
Source: Philips 66