Phillips 66 gives final results of exchange offer for seven notes

By Wendy Van Sickle

Columbus, Ohio, May 4 – Phillips 66 announced the final results of its exchange offers to switch the issuer on seven series and consent solicitations in a press release on Wednesday.

As previously reported, the company was offering to exchange notes with the same interest rates, payment dates and maturity dates for notes to be issued by Phillips 66 Co. The notes were issued by Phillips 66 Partners LP.

Philipps 66 recently acquired the existing issuer.

As previously reported, by the dearly deadline, 5 p.m. ET on April 19, the company had received sufficient participation to pass the concurrent consent solicitation.

The offer expired at 11:59 p.m. ET on May 3.

The final tender results for the Rule 144A and Regulation S offer are

• $276,837,000, or 92.28%, of the $300 million outstanding 2.45% senior notes due 2024 (Cusip: 718549AG3) up from $274,406,000 tendered by the early deadline;

• $440.51 million, or 88.1%, of the $500 million outstanding 3.605% senior notes due 2025 (Cusip: 718549AB4) the same as tendered by the early deadline;

• $457,804,000, or 91.56%, of the $500 million outstanding 3.55% senior notes due 2026 (Cusip: 718549AD0) up from $457,354,000 tendered by the early deadline;

• $427,243,000, or 85.45%, of the $500 million outstanding 3.75% senior notes due 2028 (Cusip: 718549AF5) up from $427,191,000 tendered by the early deadline;

• $570,045,000, or 95.01%, of the $600 million outstanding 3.15% senior notes due 2029 (Cusip: 718549AH1) up from $569.92 million tendered by the early deadline;

• $441.9 million, or 98.2%, of the $450 million outstanding 4.68% senior notes due 2045 (Cusip: 718549AC2) the same as at the early deadline; and

• $605,187,000, or 96.83%, of the $625 million outstanding 4.9% senior notes due 2046 (Cusip: 718549AE8) up from $604,337,000 tendered by the early deadline.

In each case, noteholders were being offered $1,000 of new notes for $1,000 of existing notes plus a cash payment of $1.00, but only if they participated by the early deadline. Noteholders who participated after the early deadline will only receive $970 of new notes and the $1.00 cash payment.

Interest will not be paid, but will continue to accrue from the most recent payment date of each old note.

Phillips 66 was also soliciting consents to certain proposed amendments to the corresponding indenture and to supplemental indentures pursuant to which such old notes were issued, which amendments will modify or delete certain restrictive terms.

The early participation deadline was also the withdrawal deadline.

Settlement is planned for May 5.

D.F. King & Co., Inc. is the exchange agent and information agent for the offer (877 783-5524, 212 269-5550, psx@dfking.com, www.dfking.com/psx).

Phillips 66 is a Houston-based diversified energy manufacturing and logistics company.

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