Obligation Phillips 66 Affiliates 3.75% ( US718549AF57 ) en USD

Phillips 66 Affiliates

100 % ▼

Etas-Unis

US718549AF57 ( en USD )

3.75% par an ( paiement semestriel )

01/03/2028

Prospectus brochure de l'obligation Phillips 66 Partners US718549AF57 en USD 3.75%, échéance 01/03/2028

1 000 USD

500 000 000 USD

718549AF5

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/09/2025 ( Dans 45 jours )

Phillips 66 Partners L.P. est une société américaine de partenariat à responsabilité limitée qui possède et exploite des infrastructures énergétiques, notamment des pipelines, des terminaux et des raffineries, principalement aux États-Unis, au service de Phillips 66 et d'autres clients.

Une obligation émise par Phillips 66 Partners, une société en commandite maîtresse (MLP) américaine spécialisée dans la propriété, l'exploitation, le développement et l'acquisition d'actifs de transport et de terminaux de pétrole brut, de produits pétroliers raffinés et de liquides de gaz naturel, portant le code ISIN US718549AF57 et le code CUSIP 718549AF5, est actuellement cotée à 100% de sa valeur nominale sur le marché. Libellée en USD et émise aux États-Unis, cette obligation offre un taux d'intérêt annuel fixe de 3,75%, versé deux fois par an, avec une échéance fixée au 1er mars 2028. L'émission totale représente un montant de 500 000 000 USD, avec un seuil d'achat minimal de 1 000 USD. La solidité de l'émetteur est reconnue par les agences de notation, Standard & Poor's lui attribuant une note BBB et Moody's une note Baa3, ce qui positionne cette obligation dans la catégorie des placements de qualité investissement.

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424B5 1 t1702755-424b5.htm FINAL PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
?Filed pursuant to Rule 424(b)(5)?
?Registration File No. 333-217734?
CALCULATION OF REGISTRATION FEE
?
Maximum Aggregate
Amount of
Title of Each Class of Securities to Be Registered
(1)
? ?
Offering Price
? ? Registration Fee
?
3.750% Senior Notes due 2028
? ? ?$500,000,000 ? ? ?
?$62,250
??
4.680% Senior Notes due 2045
? ? ?$150,000,000 ? ? ?
?$18,675
??
Total
? ? ?$650,000,000 ? ? ?
?$80,925
??
(1) The filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with
the securities offered from Registration Statement File No. 333-217734 by means of this prospectus
supplement.
?
?
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 5, 2017)
$650,000,000
Phillips 66 Partners LP
$500,000,000 3.750% Senior Notes due 2028
$150,000,000 4.680% Senior Notes due 2045
?
We are offering $650,000,000 aggregate principal amount of Senior Notes, consisting of? $500,000,000 aggregate principal amount of Senior Notes due
2028 bearing interest at 3.750% per year, or the "2028 notes," and $150,000,000 aggregate principal amount of Senior Notes due 2045 bearing interest at
4.680% per year, or the "new 2045 notes." The new 2045 notes are being offered as additional notes under the indenture, dated February 23, 2015, pursuant to
which we issued $300,000,000 aggregate principal amount of 4.680% Senior Notes due 2045, or the "existing 2045 notes." We refer to the new 2045 notes and
the existing 2045 notes, collectively, as the "2045 notes." The new 2045 notes and the existing 2045 notes will be treated as a single class of securities under
the applicable indenture and, immediately upon settlement, the new 2045 notes will have the same CUSIP number as and will trade interchangeably with the
existing 2045 notes. We refer to the 2028 notes and the new 2045 notes, collectively, as "the notes."
Interest on the 2028 notes will accrue from October 13, 2017 and will be payable on March 1 and September 1 of each year, beginning on March 1,
2018. Interest on the new 2045 notes will accrue from August 15, 2017 and will be payable on February 15 and August 15 of each year, beginning on
February 15, 2018. The 2028 notes will mature on March 1, 2028 and the new 2045 notes will mature on February 15, 2045.
We may redeem some or all of the notes of each series at our option at any time and from time to time prior to their maturity at the applicable
redemption prices set forth in this prospectus supplement, plus accrued and unpaid interest up to, but not including, the date of redemption. Please read the
section "Description of Notes -- Optional Redemption."
Similar to the existing 2045 notes, the notes will be the senior unsecured obligations of Phillips 66 Partners LP (the "Partnership"). The notes
will rank equally in right of payment with all of our existing and future senior debt, senior in right of payment to all of our future subordinated debt,
if any, and effectively junior in right of payment to all of our future senior secured debt, if any, to the extent of the value of the collateral securing
such indebtedness. Similar to the existing 2045 notes, the notes will not be guaranteed by any of our subsidiaries and, as such, will be structurally
subordinated in right of payment to the liabilities of our subsidiaries.
?
Investing in the notes involves risks. Limited partnerships are inherently different from corporations. You
should consider carefully each of the factors described under "Risk Factors" beginning on page S-7 of this
prospectus supplement and on page 2 of the accompanying base prospectus before you make an investment in
the notes.
None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or disapproved of
the securities described herein or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
?
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Per
Per New
?
? ?
2028 Note
? ?
Total
? ?
2045 Note
? ?
Total
?
Price to the public
? ?
??99.620%
?
(1) ? ? ?$498,100,000 ? ? ?
??100.024% ?
(2) ? ? ?$150,036,000 ??
Underwriting discount
? ?
?? 0.650%
? ? ? ?$
3,250,000 ? ? ?
??
0.875% ? ? ? ?$
1,312,500 ? ?
Proceeds to us (before expenses)
? ?
??98.970%
?
(1) ? ? ?$494,850,000 ? ? ?
?? 99.149% ?
(2) ? ? ?$148,723,500 ??
?
(1)
Plus accrued interest on the 2028 notes, if any, from October 13, 2017.
?
(2)
Plus accrued interest on the new 2045 notes from August 15, 2017 (the most recent interest payment date for the existing 2045 notes) to, but excluding,
the delivery date of the new 2045 notes, which is expected to be October 13, 2017.
?
The notes offered by this prospectus supplement will not be listed on any securities exchange and there is no existing trading market for the 2028 notes.
The underwriters expect that the delivery of the notes will be made in book-entry form through the facilities of The Depository Trust Company on or
about October 13, 2017.
Joint Book-Running Managers
Citigroup
MUFG
Scotiabank
TD Securities
BNP PARIBAS Deutsche Bank Securities Goldman Sachs & Co. LLC
Prospectus Supplement dated October 10, 2017
Mizuho Securities
TABLE OF CONTENTS? ?
TABLE OF CONTENTS
?
? ?
Page
?
Prospectus Supplement
?
ABOUT THIS PROSPECTUS SUPPLEMENT
? ??? S-ii??
FORWARD-LOOKING STATEMENTS
? ??? S-iii??
SUMMARY
? ??? S-1??
RISK FACTORS
? ??? S-7??
USE OF PROCEEDS
? ???S-11??
RATIO OF EARNINGS TO FIXED CHARGES
? ???S-12??
DESCRIPTION OF OTHER INDEBTEDNESS
? ???S-13??
DESCRIPTION OF NOTES
? ???S-15??
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
? ???S-29??
UNDERWRITING
? ???S-35??
LEGAL MATTERS
? ???S-39??
EXPERTS
? ???S-39??
WHERE YOU CAN FIND MORE INFORMATION
? ???S-39??
INCORPORATION BY REFERENCE
? ???S-39??
Base Prospectus
?
ABOUT THIS PROSPECTUS
? ???
ii??
WHERE YOU CAN FIND MORE INFORMATION
? ???
ii??
FORWARD-LOOKING STATEMENTS
? ???
iii??
ABOUT PHILLIPS 66 PARTNERS LP
? ???
1??
RISK FACTORS
? ???
2??
USE OF PROCEEDS
? ???
3??
RATIO OF EARNINGS TO FIXED CHARGES
? ???
4??
DESCRIPTION OF OUR COMMON UNITS
? ???
5??
DESCRIPTION OF OUR PREFERRED UNITS
? ???
7??
DESCRIPTION OF OUR DEBT SECURITIES
? ???
8??
PROVISIONS OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS ? ??? 15??
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OUR PARTNERSHIP AGREEMENT
? ???
24??
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
? ???
36??
TAX CONSEQUENCES OF OWNERSHIP OF DEBT SECURITIES
? ???
52??
INVESTMENT IN PHILLIPS 66 PARTNERS LP BY EMPLOYEE BENEFIT PLANS
? ???
52??
LEGAL MATTERS
? ???
53??
EXPERTS
? ???
53??
?
S-i
TABLE OF CONTENTS?
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this
offering of the notes. The second part is the accompanying base prospectus, which provides more general
information. Generally, when we use the term "prospectus," we are referring to both parts combined. If the
information varies between this prospectus supplement and the accompanying base prospectus, you should rely on
the information in this prospectus supplement.
In making an investment decision, prospective investors must rely on their own examination of the partnership
and the terms of the offering, including the merits and risks involved. Prospective investors should not construe
anything in this prospectus as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the
securities under applicable laws and regulations.
Any statement made in this prospectus, any free writing prospectus authorized by us or in a document
incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other
free writing prospectus authorized by us or in any other subsequently filed document that is also incorporated by
reference into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will
not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Please read
"Incorporation by Reference" on page S-39 of this prospectus supplement.
You should rely only on the information contained in or incorporated by reference into this prospectus
supplement, the accompanying base prospectus and any free writing prospectus prepared by or on behalf of us
relating to this offering of the notes. Neither we nor the underwriters have authorized anyone to provide you with
additional or different information. If anyone provides you with additional, different or inconsistent information,
you should not rely on it. We are offering to sell the notes, and seeking offers to buy the notes, only in jurisdictions
where offers and sales are permitted. You should not assume that the information contained in this prospectus
supplement, the accompanying base prospectus or any free writing prospectus is accurate as of any date other than
the dates shown in these documents or that any information we have incorporated by reference herein is accurate as
of any date other than the date of the document incorporated by reference. Our business, financial condition, results
of operations and prospects may have changed since such dates.
Unless the context otherwise requires, references in this prospectus supplement to the "Partnership" and uses
of the first person refer to Phillips 66 Partners LP and its subsidiaries. Our "general partner" refers to Phillips 66
Partners GP LLC. References to "Phillips 66" refer collectively to Phillips 66 and its subsidiaries, other than us, our
subsidiaries and our general partner.
We expect that delivery of the notes will be made to investors on October 13, 2017, which will be the third
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business day following the date of pricing of the notes (such settlement being referred to as "T+3"). Under
Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes
on the initial trade date of the notes will be required, by virtue of the fact that the notes initially will settle in T+3,
to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should
consult their advisors.
S-ii
TABLE OF CONTENTS?
FORWARD-LOOKING STATEMENTS
This prospectus supplement includes forward-looking statements. You can identify our forward-looking
statements by the words "anticipate," "estimate," "believe," "budget," "continue," "could," "intend," "may,"
"plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast,"
"goal," "guidance," "outlook," "effort," "target" and similar expressions.
We based the forward-looking statements on our current expectations, estimates and projections about us and
the industries in which we operate in general. We caution you that these statements are not guarantees of future
performance as they involve assumptions that, while made in good faith, may prove to be incorrect, and involve
risks and uncertainties we cannot predict. In addition, we based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may
differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could
result from a variety of factors, including the following:
·
the continued ability of Phillips 66 to satisfy its obligations under our commercial and other agreements;
?
·
the volume of crude oil, natural gas liquids ("NGL") and refined petroleum products we transport,
fractionate, terminal and store;
?
·
the tariff rates with respect to volumes that we transport through our regulated assets, which rates are
subject to review and possible adjustment by federal and state regulators;
?
·
changes in revenue we realize under the loss allowance provisions of our regulated tariffs resulting from
changes in underlying commodity prices;
?
·
fluctuations in the prices for crude oil, NGL and refined petroleum products;
?
·
changes in global economic conditions and the effects of a global economic downturn on the business of
Phillips 66 and the business of its suppliers, customers, business partners and credit lenders;
?
·
liabilities associated with the risks and operational hazards inherent in transporting, fractionating,
terminaling and storing crude oil, NGL and refined petroleum products;
?
·
curtailment of operations due to severe weather disruption; riots, strikes, lockouts or other industrial
disturbances; or failure of information technology systems due to various causes, including unauthorized
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access or attack;
?
·
inability to timely obtain or maintain permits, including those necessary for capital projects; comply with
government regulations; or make capital expenditures required to maintain compliance;
?
·
failure to timely complete construction of announced and future capital projects;
?
·
the operation, financing and distribution decisions of our joint ventures;
?
·
costs or liabilities associated with federal, state and local laws and regulations relating to environmental
protection and safety, including spills, releases and pipeline integrity;
?
·
costs associated with compliance with evolving environmental laws and regulations on climate change;
?
·
costs associated with compliance with safety regulations, including pipeline integrity management
program testing and related repairs;
?
·
changes in the cost or availability of third-party vessels, pipelines, rail cars and other means of delivering
and transporting crude oil, NGL and refined petroleum products;
?
?
S-iii
TABLE OF CONTENTS
·
direct or indirect effects on our business resulting from actual or threatened terrorist incidents or acts of
war; and
?
·
our ability to successfully combine our business with the assets acquired in the Acquisition (as defined
herein).
?
Other factors that could cause our actual results to differ from our projected results are described under the
caption "Risk Factors" and elsewhere in this prospectus supplement, the accompanying base prospectus and in our
reports filed from time to time with the Securities and Exchange Commission, or the SEC, and incorporated by
reference in this prospectus supplement.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the
date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date
they are made, whether as a result of new information, future events or otherwise.
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S-iv
TABLE OF CONTENTS?
SUMMARY
This summary provides a brief overview of information contained elsewhere in this prospectus. This summary
does not contain all of the information that you should consider before investing in the notes offered hereby. For a
more complete understanding of this offering and the notes, you should read the entire prospectus supplement, the
accompanying base prospectus and the documents incorporated by reference, including our historical financial
statements and the notes to those financial statements, which are incorporated herein by reference. Please read
"Where You Can Find More Information" on page S-39 of this prospectus supplement. Please read "Risk Factors"
beginning on page S-7 of this prospectus supplement, on page 2 of the accompanying base prospectus and in the
other documents incorporated by reference to which that section refers for more information about important risks
that you should consider before investing in the notes.
About Phillips 66 Partners LP
We are a growth-oriented master limited partnership formed in 2013 by Phillips 66 to own, operate, develop
and acquire primarily fee-based crude oil, refined petroleum product and NGL pipelines, terminals and other
transportation and midstream assets. Our assets consist of crude oil, refined petroleum products and NGL
transportation, terminaling and storage systems, as well as an NGL fractionation facility and a petroleum coke
processing facility. We conduct our operations through both wholly owned and joint venture operations. The
majority of our wholly owned assets are connected to, and integral to the operation of, nine of Phillips 66's owned
or joint-venture refineries.
We primarily generate revenue by providing fee-based transportation, terminaling, storage, petroleum, coke
processing and NGL fractionation services to Phillips 66 and other customers. Our equity affiliates generate
revenue primarily from transporting and terminaling NGL, refined petroleum products and crude oil. Since we do
not own any of the NGL, crude oil and refined petroleum products we handle and do not engage in the trading of
NGL, crude oil and refined petroleum products, we have limited direct exposure to risks associated with fluctuating
commodity prices, although these risks indirectly influence our activities and results of operations over the long
term.
We have multiple commercial agreements with Phillips 66, including transportation services agreements,
terminal services agreements, storage services agreements, stevedoring services agreements, a fractionation
agreement, rail terminal services agreements and a tolling services agreement. Under these long-term, fee-based
agreements, we provide transportation, terminaling, storage, stevedoring, fractionation and processing services to
Phillips 66, and Phillips 66 commits to provide us with minimum quarterly throughput volumes of crude oil, NGL
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and refined petroleum products or minimum monthly service fees.
Our general partner is a Delaware limited liability company that is owned by Phillips 66. We are managed and
controlled by our general partner.
Our Relationship with Phillips 66
One of our principal strengths is our relationship with Phillips 66. Phillips 66 is a diversified energy
manufacturing and logistics company with an investment grade credit rating, midstream, chemicals, refining and
marketing and specialties businesses, and a key focus on safe and reliable operations. Phillips 66 is one of the
largest independent petroleum refiners in the United States and globally, with a net crude oil processing capacity of
2.1 million barrels per day. Phillips 66 has stated that it intends to grow its transportation and other midstream
businesses and will use us as a primary vehicle for achieving that growth.
Phillips 66 has a significant interest in us through its ownership of our general partner, a 55.5% limited partner
interest in us based on the limited partner interests outstanding as of October 9, 2017, and all of our incentive
distribution rights. We believe Phillips 66 will continue to promote and support the successful execution of our
business strategies given its significant ownership in us, the importance of our assets to Phillips 66's refining and
marketing operations and its stated intention to use us as a primary vehicle to grow its transportation and other
midstream businesses.
S-1
TABLE OF CONTENTS
Recent Developments
The Acquisition. On October 6, 2017, the Partnership consummated the transactions contemplated by the
Contribution, Conveyance and Assumption Agreement (the "Contribution Agreement") entered into on
September 19, 2017 with our general partner, Phillips 66 Company ("P66 Company"), and Phillips 66 Project
Development Inc. ("P66 PDI"). Pursuant to the Contribution Agreement, the Partnership acquired an indirect 25%
interest in each of Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC (collectively,
"Dakota/ETCO") and a direct 100% interest in Merey Sweeny, L.P. ("MSLP") (the acquisitions pursuant to the
Contribution Agreement, collectively, the "Acquisition").
The assets owned by Dakota/ETCO and MSLP are described below:
·
Dakota/ETCO owns the Bakken Pipeline, a material portion of which is represented by the Dakota Access
Pipeline. The Bakken Pipeline includes 1,926 combined pipeline miles and 520,000 barrels per day
("BPD") of crude oil capacity expandable to 570,000 BPD. The Bakken Pipeline has receipt stations in
North Dakota to access Bakken and Three Forks production, a delivery and receipt point in Patoka,
Illinois, and delivery points in Nederland, Texas, including at the Phillips 66 Beaumont Terminal.
?
·
MSLP owns a 125,000 BPD capacity vacuum distillation unit and a 70,000 BPD capacity delayed coker
unit. MSLP processes residue from heavy sour crude oil into liquid products and fuel-grade petroleum
coke at the Phillips 66 Sweeny Refinery in Old Ocean, Texas.
?
In connection with the Acquisition, MSLP and P66 Company entered into an amended and restated tolling
services agreement with a 15-year term that includes a base throughput fee and a minimum volume commitment
from P66 Company.
Pursuant to the Contribution Agreement, and subject to certain limitations, the Partnership has agreed to
indemnify P66 Company, P66 PDI and their respective affiliates (other than the Partnership and its subsidiaries),
directors, officers, employees, agents and representatives (collectively, the "P66 Company Parties") for any and all
damages resulting from any breach of a representation, warranty, agreement or covenant of the Partnership
contained in the Contribution Agreement and for certain other matters. P66 Company and P66 PDI have agreed,
subject to certain limitations, to indemnify the Partnership, its subsidiaries and its and their respective affiliates,
directors, officers, employees, agents and representatives (other than any of the P66 Company Parties) for any and
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all damages resulting from any breach of a representation, warranty, agreement or covenant of P66 Company or P66
PDI contained in the Contribution Agreement and for certain other matters, including indemnification for costs
associated with the pending Dakota/ETCO federal district court litigation, which may include costs and expenses in
defending such litigation, costs of pipeline redirection or modification, or a reduction in the fair value purchase
price of the assets owned by Dakota/ETCO.
The total consideration for the Acquisition was approximately $1.65 billion, which included $372 million in
cash; the assumption of certain liabilities, including the assumption by the Partnership of a $450 million term loan,
of which approximately $175 million remains outstanding, under which P66 PDI was the primary obligor (the
"Assumed Term Loan") and approximately $588 million of term promissory notes, of which approximately $272
million remains outstanding, payable to P66 Company (the "PDI Notes"); the issuance of 4,713,113 common units
representing limited partner interests in the Partnership ("Common Units") to P66 PDI; and the issuance of 292,665
general partner units to our general partner in order for our general partner to maintain its 2% general partner
interest in the Partnership. The terms of the Contribution Agreement were unanimously approved by the Board of
Directors of our general partner and the Conflicts Committee of the Board of Directors of our general partner. The
Conflicts Committee, a committee comprised of the independent members of the Board of Directors, retained
independent legal and financial advisors to assist it in evaluating and negotiating the Contribution Agreement and
related transactions.
The Private Placement. On September 21, 2017, the Partnership entered into a Series A Preferred Unit and
Common Unit Purchase Agreement (the "Purchase Agreement") with certain affiliates of Stonepeak Infrastructure
Partners, First Reserve XIII Advisors, L.L.C. and Tortoise Capital Advisors, LLC (collectively, the "Purchasers"),
to issue and sell in a private placement (the "Private Placement") an
S-2
TABLE OF CONTENTS
aggregate of 13,819,791 Series A Perpetual Convertible Preferred Units representing limited partner interests in the
Partnership (the "Preferred Units") for a cash purchase price of? $54.27 per Preferred Unit and an aggregate of
6,304,204 Common Units for a cash purchase price of? $47.59 per Common Unit, resulting in net proceeds of
approximately $1.03 billion after expenses and fees. Pursuant to the Purchase Agreement, the Partnership issued
and sold the Preferred Units and the Common Units to the Purchasers on October 6, 2017. The Partnership used a
portion of the net proceeds from the Private Placement to fund a portion of the consideration payable by the
Partnership in the Acquisition described above and intends to use the remainder of the net proceeds for general
partnership purposes, including funding future acquisitions and organic projects and repayment of outstanding
indebtedness, including amounts outstanding under our revolving credit facility.
Principal Executive Offices and Internet Address
Our executive offices are located at 2331 CityWest Boulevard, Houston, Texas 77042, and our telephone
number is (855) 283-9237. Our website is located at http://www.phillips66partners.com. We make available our
periodic reports and other information filed with or furnished to the SEC, free of charge through our website, as
soon as reasonably practicable after those reports and other information are electronically filed with or furnished to
the SEC. Information on our website or any other website is not incorporated by reference herein and does not
constitute a part of this prospectus.
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S-3
TABLE OF CONTENTS?
The Offering
The following summary contains basic information about the notes and is not intended to be complete. For a
more complete understanding of the notes, please refer to the section in this prospectus supplement entitled
"Description of Notes" and the section in the accompanying base prospectus entitled "Description of Our Debt
Securities."
Issuer
Phillips 66 Partners LP
Notes Offered
$650,000,000 aggregate principal amount of the notes, consisting of:
·
$500,000,000 aggregate principal amount of 3.750% Senior
Notes due 2028; and
?
·
$150,000,000 aggregate principal amount of 4.680% Senior
Notes due 2045.
?
Maturity
Unless redeemed prior to maturity as described below, the 2028 notes
will mature on March 1, 2028 and the 2045 notes will mature on
February 15, 2045.
Interest Payment Dates
Interest on the 2028 notes will be payable semi-annually on March 1
and September 1 of each year, commencing March 1, 2018. Interest on
the 2045 notes will accrue from August 15, 2017 and will be payable
semi-annually on February 15 and August 15 of each year, beginning
on February 15, 2018.
Optional Redemption
We may redeem the notes of each series for cash, in whole or in part
at any time and from time to time, at our option at the applicable
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redemption prices set forth under the heading "Description of Notes?
--?Optional Redemption."
Subsidiary Guarantees
Like the existing 2045 notes, the notes will not be guaranteed by any
of our subsidiaries.
Ranking
Like the existing 2045 notes, the notes will constitute our senior
unsecured debt and will rank:
·
equally in right of payment with our senior unsecured debt
from time to time outstanding, including our obligations
under our revolving credit facility and existing senior notes;
?
·
senior in right of payment to our future subordinated debt,
if any, from time to time outstanding;
?
·
effectively junior in right of payment to all of our future
secured debt from time to time outstanding, to the extent of
the value of the assets constituting the collateral securing
the debt; and
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·
structurally junior in right of payment to the liabilities of
our subsidiaries.
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As of September 30, 2017, after giving effect to (i) the closing of the
Acquisition and (ii) the closing of the Private Placement and the
application of the net proceeds therefrom, we had approximately
$2.8 billion of consolidated indebtedness. Upon the closing of this
offering and the application of the net proceeds therefrom in the
manner described under "Use of Proceeds," we anticipate that we will
have approximately $2.9 billion of
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TABLE OF CONTENTS
consolidated indebtedness (including the notes offered hereby) ranking
equally in right of payment with the notes. As of September 30, 2017,
we had no secured or subordinated indebtedness outstanding. As of
September 30, 2017, our subsidiaries had no indebtedness outstanding
other than the guarantee of our revolving credit facility by Philips 66
Partners Holdings LLC ("Phillips Holdings").
Covenants
We will issue the 2028 notes under a supplement to an indenture with
The Bank of New York Mellon Trust Company, N.A., as trustee. The
new 2045 notes will be issued under the 2045 indenture (as defined
herein). The covenants in the supplemental indenture for the 2028
notes, like the covenants in the 2045 indenture, will contain, among
other things, covenants that restrict our ability, with certain exceptions,
to:
·
incur debt secured by liens;
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·
engage in sale/leaseback transactions; and
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·
merge, consolidate or transfer all or substantially all of our
assets.
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Please read "Description of Notes -- Certain Covenants."
Lack of a Public Market for the
https://www.sec.gov/Archives/edgar/data/1572910/000157104917008210/t1702755-424b5.htm[10/12/2017 9:29:32 AM]

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