Phillips 66 to sell two-part offering of fixed-rate senior notes

By Marisa Wong

Los Angeles, March 27 – Phillips 66 Co. plans to price fixed-rate senior notes in two tranches, according to a 424B3 filing with the Securities and Exchange Commission.

The notes will be guaranteed by parent company Phillips 66.

The notes will feature a make-whole call option, followed by a par call option.

Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Truist Securities, Inc. are the joint bookrunners.

U.S. Bank Trust Co., NA is the trustee.

Bracewell LLP will act as counsel for the issuer.

Proceeds from the notes will be used, along with borrowings under a term loan and cash on hand, to fund Phillips 66’s merger with DCP Midstream, LP.

The offering is not conditioned on closing of the merger. However, if the merger does not occur on or prior to 11:59 p.m. ET on Dec. 31, 2023 or if the merger agreement is not terminated by then, Phillips 66 will be required to redeem the notes at a special mandatory redemption price of 101.

Phillips 66 is a Houston-based energy manufacturing and logistics company with midstream, chemicals, refining and marketing and specialties businesses.

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