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Phillips 66 Partners Prices Initial $1.1 Billion Senior Notes Offering

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Phillips 66 Partners LP (NYSE:PSXP) (the “Partnership”) today announced that it has priced $300 million aggregate principal amount of 2.646 percent unsecured senior notes due 2020 (the “2020 notes”), $500 million aggregate principal amount of 3.605 percent unsecured senior notes due 2025 (the “2025 notes”) and $300 million aggregate principal amount of 4.680 percent unsecured senior notes due 2045 (the “2045 notes” and collectively with the 2020 notes and the 2025 notes, the “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 2020 notes were offered at a price to the public of par, the 2025 notes were offered at a price to the public of 99.967 percent of par and the 2045 notes were offered at a price to the public of 99.953 percent of par.

The Partnership expects to use the net proceeds before expenses of approximately $1.1 billion from this offering (i) to pay a portion of the cash consideration payable by the Partnership in its previously announced acquisition of Phillips 66’s equity interests in the Sand Hills and Southern Hills natural gas liquids pipeline systems and the Explorer refined products pipeline system (the “Pipeline Transaction”) and (ii) for general partnership purposes, including repayment of certain sponsor loans and other outstanding indebtedness and to fund capital expenditures. The closing of this offering is not conditioned on the closing of the Pipeline Transaction. The closing of the senior notes offering is expected to occur on Feb. 23, 2015, subject to satisfaction of customary closing conditions.

RBS, Barclays, Goldman, Sachs & Co. and RBC Capital Markets are acting as the joint book-running managers, BofA Merrill Lynch, DNB Markets, Deutsche Bank Securities, J.P. Morgan, and PNC Capital Markets LLC are acting as the passive book-runners and BNP PARIBAS, Lloyds Securities, Mizuho Securities, Morgan Stanley, Scotia Howard Weil, and Wells Fargo Securities are acting as co-managers for this offering. A copy of the prospectus supplement and accompanying base prospectus relating to this offering may be obtained, when available, by sending a request to:

RBS Securities Inc.

Attn: Syndicate

600 Washington Blvd.

Stamford, CT 06901

Telephone: (866) 884-20711

Barclays Capital Inc.

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Telephone: (888) 603-5847

Goldman, Sachs & Co.

Attn: Prospectus Department

200 West Street

New York, NY 10282

Telephone: (866) 471-2526

RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street, 8th Floor

New York, NY 10281

Telephone: (866) 375-6829

These documents may also be obtained free of charge when they are available from the SEC’s website at

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 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.

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