PHILLIPS 66 PARTNERS LP Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the Distribution Agreement, the Partnership will pay the Managers a commission at a mutually agreed rate not to exceed 2% of the gross sales price per Common Unit. In addition, the Partnership has agreed to pay certain expenses incurred by the Managers in connection with the offering. The Partnership may also sell Common Units to one or more of the Managers as principal for such Manager's own account at a price agreed upon at the time of sale. If the Partnership sells Common Units to one or more of the Managers as principal, the Partnership will enter into a separate terms agreement with such Manager.
The offering has been registered under the Securities Act pursuant to the
Partnership's shelf registration statement on Form S-3 (Registration No.
333-234334), as supplemented by the Prospectus Supplement dated
The Distribution Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Partnership and the Managers have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Partnership expects to use the net proceeds from any sale under the Distribution Agreement of the Common Units for general partnership purposes, which may include, among other things, repayment of indebtedness, acquisitions, capital expenditures and additions to working capital.
As more fully described under the caption "Plan of Distribution" in the Prospectus Supplement, from time to time, the Managers and their affiliates have provided, directly or indirectly, investment and commercial banking or financial advisory services to the Partnership and its affiliates, for which they have received customary fees and commissions, and they expect to provide these services to the Partnership and its affiliates in the future, for which they expect to receive customary fees and commissions.
The representations, warranties and covenants contained in the Distribution Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to
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the Distribution Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties are subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of affairs of the Partnership, the General Partner, or any of their respective subsidiaries, affiliates, businesses or equity holders as of the date they were made or at any other time.
The foregoing description and the description contained in the Prospectus Supplement are not complete and are qualified in their entirety by reference to the full text of the Distribution Agreement, a copy of which is filed as
Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Legal opinions relating to the Common Units are included as Exhibits 5.1 and 8.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 - Equity Distribution Agreement, dated as of February 25, 2020, by
and among the Partnership and the General Partner, on the one hand,
and RBC Capital Markets, LLC, BofA Securities, Inc., Barclays
Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities
Corp., BTIG, LLC, CIBC World Markets Corp., Citigroup Global
Markets Inc., Commerz Markets LLC, Credit Agricole Securities (USA)
Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC,
HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Jefferies
LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc.,
Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc.,
SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC, and
Wells Fargo Securities, LLC
5.1 - Opinion of Latham & Watkins LLP regarding the validity of the
Common Units
8.1 - Opinion of Latham & Watkins LLP relating to tax matters
23.1 - Consent of Latham & Watkins (included in Exhibit 5.1 hereto)
23.2 - Consent of Latham & Watkins (included in Exhibit 8.1 hereto)
101.INS - Inline XBRL Instance Document - the instance document does not
appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
101.SCH - Inline XBRL Taxonomy Extension Schema Document
101.CAL - Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF - Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB - Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE - Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 - Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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