| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On March 9, 2022, pursuant to the terms of the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) by and among Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), Phillips 66 Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Phillips 66, a Delaware corporation (the “Company”), Phillips 66 Company, a Delaware corporation and wholly owned subsidiary of the Company (“P66 Company”), Phillips 66 Project Development Inc., a Delaware corporation and wholly owned subsidiary of P66 Company (“P66 PDI”), and Phoenix Merger Sub LLC, a Delaware limited liability company and jointly owned subsidiary of P66 Company and P66 PDI (“Merger Sub”), Merger Sub merged with and into the Partnership (the “Merger”). At the effective time of the Merger (the “Effective Time”), the Partnership became an indirect, wholly owned subsidiary of the Company.
Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, each outstanding common unit representing a limited partner interest in the Partnership (each, a “Common Unit”), other than Common Units owned by the Company and its subsidiaries (each, a “Public Common Unit”), converted into the right to receive 0.500 of a share of common stock, par value $0.01 per share, of the Company (the “Common Stock” and the shares of Common Stock issued in the Merger, the “Merger Consideration”). The General Partner’s non-economic general partner interest in the Partnership remained outstanding, and the General Partner continued as the sole general partner of the Partnership.
In addition, pursuant to Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of the Partnership (as amended, the “Third A&R Partnership Agreement”), the outstanding Series A Preferred Units of the Partnership were automatically converted into Common Units immediately prior to the Merger in accordance with the terms of the Third A&R Partnership Agreement.
Pursuant to the Merger Agreement, the Company issued approximately 41.8 million shares of Common Stock to the holders of Public Common Units as Merger Consideration, as described above.
The Merger Agreement is filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 27, 2021, which agreement is incorporated herein by reference. The foregoing summary of the Merger Agreement has been included to provide investors and security holders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about the Partnership, the Company or their respective subsidiaries and affiliates.