Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Offi cers; Compensatory Arrangements of Certain
Officers.
(b) On May 5, 2022, Robert A. Herman, Executive Vice President, Refining of
Phillips 66, a Delaware corporation ("Phillips 66"), provided notice to Phillips
66 that he intends to retire from Phillips 66 effective June 1, 2022.
Item 8.01 Other Events.
Exchange Offers
On May 5, 2022, Phillips 66 Company ("Phillips 66 Company"), a Delaware
corporation and wholly owned subsidiary of Phillips 66, settled its previously
announced exchange offers (the "Exchange Offers") for (i) any and all 2.450%
Senior Notes due December 15, 2024 (the "Old 2024 Notes") issued by Phillips 66
Partners LP, a Delaware limited partnership and a wholly owned subsidiary of
Phillips 66 Company ("PSXP"), for up to an aggregate principal amount of
$300 million of new 2.450% Senior Notes due December 15, 2024 (the "New 2024
Notes") issued by Phillips 66 Company, (ii) any and all 3.605% Senior Notes due
February 15, 2025 (the "Old 2025 Notes") issued by PSXP for up to an aggregate
principal amount of $500 million in new 3.605% Senior Notes due February 15,
2025 (the "New 2025 Notes") issued by Phillips 66 Company, (iii) any and all
3.550% Senior Notes due October 1, 2026 (the "Old 2026 Notes") issued by PSXP
for up to an aggregate principal amount of $500 million in new 3.550% Senior
Notes due October 1, 2026 (the "New 2026 Notes") issued by Phillips 66 Company,
(iv) any and all 3.750% Senior Notes due March 1, 2028 (the "Old 2028 Notes")
issued by PSXP for up to an aggregate principal amount of $500 million in new
3.750% Senior Notes due March 1, 2028 (the "New 2028 Notes") issued by Phillips
66 Company, (v) any and all 3.150% Senior Notes due December 15, 2029 (the "Old
2029 Notes") issued by PSXP for up to an aggregate principal amount of
$600 million in new 3.150% Senior Notes due December 15, 2029 (the "New 2029
Notes") issued by Phillips 66 Company, (vi) any and all 4.680% Senior Notes due
February 15, 2045 (the "Old 2045 Notes") issued by PSXP for up to an aggregate
principal amount of $450 million in new 4.680% Senior Notes due February 15,
2045 (the "New 2045 Notes") issued by Phillips 66 Company, and (vii) any and all
4.900% Senior Notes due October 1, 2046 (the "Old 2046 Notes") issued by PSXP
for up to an aggregate principal amount of $625 million in new 4.900% Senior
Notes due October 1, 2046 (the "New 2046 Notes") issued by Phillips 66 Company.
The Old 2024 Notes, the Old 2025 Notes, the Old 2026 Notes, the Old 2028 Notes,
the Old 2029 Notes, the Old 2045 Notes and the Old 2046 Notes are referred to
herein collectively as the "Old Notes." The New 2024 Notes, the New 2025 Notes,
the New 2026 Notes, the New 2028 Notes, the New 2029 Notes, the New 2045 Notes
and the New 2046 Notes are referred to herein collectively as the "New Notes."
The New Notes are fully and unconditionally guaranteed by Phillips 66.
Pursuant to the Exchange Offers, (i) $276,837,000 in aggregate principal amount
of Old 2024 Notes, (ii) $440,510,000 in aggregate principal amount of Old 2025
Notes, (iii) $457,804,000 in aggregate principal amount of Old 2026 Notes, (iv)
$427,241,000 in aggregate principal amount of Old 2028 Notes, (v) $570,045,000
in aggregate principal amount of Old
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2029 Notes, (vi) $441,900,000 in aggregate principal amount of Old 2045 Notes,
and (vii) $605,187,000 in aggregate principal amount of Old 2046 Notes were
tendered and accepted and will be retired and no longer outstanding.
Pursuant to the Exchange Offers, in addition to issuing the New Notes described
below, the Company paid a total of $3,215,618 in cash as part of the exchange
consideration to holders of Old Notes who validly tendered and did not validly
withdraw their Old Notes in the Exchange Offers.
New Notes
Pursuant to the Exchange Offers, Phillips 66 Company issued (i) $276,764,000 in
aggregate principal amount of New 2024 Notes, (ii) $440,510,000 in aggregate
principal amount of New 2025 Notes, (iii) $457,790,000 in aggregate principal
amount of New 2026 Notes, (iv) $427,239,000 in aggregate principal amount of New
2028 Notes, (v) $570,040,000 in aggregate principal amount of New 2029 Notes,
(vi) $441,900,000 in aggregate principal amount of New 2045 Notes, and
(vii) $605,161,000 in aggregate principal amount of New 2046 Notes, in each case
pursuant to the Indenture, dated as of May 5, 2022 (the "New Indenture"), among
Phillips 66 Company, as issuer, Phillips 66, as guarantor, and U.S. Bank Trust
Company, National Association, as trustee.
Phillips 66 Company may redeem New Notes of any series at its option, as a whole
or in part, at any time and from time to time, at the applicable redemption
price as described in the applicable form of the terms of the New Notes. The
Indenture governing the New Notes contains certain covenants, including
covenants related to the ability of Phillips 66 or Phillips 66 Company, as
applicable, to create liens, engage in certain sale and leaseback transactions
and engage in certain transactions and asset sales. These covenants are subject
to exceptions and qualifications.
The New Notes are unsecured and unsubordinated obligations of Phillips 66
Company, rank pari passu with Phillips 66 Company's other unsecured and
unsubordinated indebtedness, and the guarantees will rank pari passu with
Phillip 66's other unsecured and unsubordinated indebtedness.
The New Notes have not been registered under the United States Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act.
Copies of the New Indenture and the forms of the terms of the New Notes of each
series, have been filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8,
respectively, to this report and are incorporated herein by reference.
Registration Rights Agreement
In connection with the issuance of the New Notes, Phillips 66 Company and
Phillips 66 also entered into a registration rights agreement, dated May 5, 2022
(the "Registration Rights Agreement"), by and among Phillips 66 Company, as
issuer, Phillips 66, as guarantor, and Barclays Capital Inc., J.P. Morgan
Securities LLC and RBC Capital Markets, LLC, as dealer
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managers. Under the Registration Rights Agreement, Phillips 66 Company agreed,
among other things, to: (i) file a registration statement on an appropriate
registration form with respect to a registered offer to exchange each series of
New Notes for registered unsecured and unsubordinated new notes issued by
Phillips 66 Company and fully and unconditionally guaranteed by Phillips 66 with
terms substantially identical in all material respects to such series of New
Notes, and (ii) cause the registration statement to be declared effective under
the Securities Act.
If, among other events, the exchange offers are not consummated on or prior to
the 365th day following May 5, 2022, Phillips 66 Company would be required to
pay additional interest, in an amount equal to 0.25% per annum of the principal
amount of the New Notes, for the first 90 days following default. Thereafter,
the amount of additional interest will increase by an additional 0.25% per annum
for each subsequent 90-day period that such additional interest continues to
accrue, up to a maximum rate of 1.00% per annum, until the default is cured.
A copy of the Registration Rights Agreement has been filed as Exhibit 4.9 to
this report and is incorporated herein by reference.
Remaining Existing Notes and Consent Solicitations
Following the consummation of the Exchange Offers, PSXP had outstanding
(i) $23,163,000 in aggregate principal amount of Old 2024 Notes,
(ii) $59,490,000 in aggregate principal amount of Old 2025 Notes,
(iii) $42,196,000 in aggregate principal amount of Old 2026 Notes,
(iv) $72,759,000 in aggregate principal amount of Old 2028 Notes,
(v) $29,955,000 in aggregate principal amount of Old 2029 Notes, (vi) $8,100,000
in aggregate principal amount of Old 2045 Notes, and (vii) $19,813,000 in
aggregate principal amount of Old 2046 Notes. The Old 2025 Notes, Old 2026
Notes, Old 2028 Notes, Old 2045 Notes and Old 2046 Notes were issued under an
indenture, dated February 23, 2015, supplemented by certain supplemental
indentures for each such series of Old Notes (as supplemented, the "BNY Old
Notes Indenture"), by and between PSXP and The Bank of New York Trust Company,
National Association, as trustee. The Old 2024 Notes and Old 2029 Notes were
issued under an indenture, dated July 26, 2019, supplemented by certain
supplemental indentures for each such series of Old Notes (as supplemented, the
"USB Old Notes Indenture"), by and between PSXP and U.S. Bank Trust Company,
National Association (successor in interest to U.S. Bank National Association),
as trustee. In connection with the Exchange Offers, Phillips 66 Company, on
behalf of PSXP, solicited the consents of the holders of the Old Notes to amend
the BNY Old Notes Indenture and the USB Old Notes Indenture to remove certain
restrictive and reporting covenants. The Old Notes are the senior unsecured
obligations of PSXP. As previously disclosed, Phillips 66 Company received
consents sufficient to approve the proposed amendments to the BNY Old Notes
Indenture and the USB Old Notes Indenture. As a result, PSXP and the respective
trustee for the Old Notes have entered into supplemental indentures on April 20,
2022 implementing the proposed amendments effective from the settlement date of
the Exchange Offers.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
4.1 Indenture, dated as of May 5, 2022, among Phillips 66 Company, as
issuer, Phillips 66, as guarantor, and U.S. Bank Trust Company, National
Association, as trustee, in respect of senior debt securities of Phillips
66 Company.
4.2 Form of the terms of the 2024 Notes, including the form of the 2024
Note.
4.3 Form of the terms of the 2025 Notes, including the form of the 2025
Note.
4.4 Form of the terms of the 2026 Notes, including the form of the 2026
Note.
4.5 Form of the terms of the 2028 Notes, including the form of the 2028
Note.
4.6 Form of the terms of the 2029 Notes, including the form of the 2029
Note.
4.7 Form of the terms of the 2045 Notes, including the form of the 2045
Note.
4.8 Form of the terms of the 2046 Notes, including the form of the 2046
Note.
4.9 Registration Rights Agreement, dated as of May 5, 2022, among Phillips
66 Company, as issuer, Phillips 66, as guarantor, and Barclays Capital
Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as dealer
managers.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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