Obligation Phillips 66 Affiliates 3.15% ( US718549AH14 ) en USD

Phillips 66 Affiliates

92.12 % ▲

Etas-Unis

US718549AH14 ( en USD )

3.15% par an ( paiement semestriel )

15/12/2029

Prospectus brochure de l'obligation Phillips 66 Partners US718549AH14 en USD 3.15%, échéance 15/12/2029

1 000 USD

600 000 000 USD

718549AH1

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/12/2025 ( Dans 150 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.

L'Obligation émise par Phillips 66 Affiliates ( Etas-Unis ) , en USD, avec le code ISIN US718549AH14, paye un coupon de 3.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2029

L'Obligation émise par Phillips 66 Affiliates ( Etas-Unis ) , en USD, avec le code ISIN US718549AH14, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Phillips 66 Affiliates ( Etas-Unis ) , en USD, avec le code ISIN US718549AH14, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-232865
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Aggregate Offering
Registration
Securities to Be Registered

Price

Fee (1)
2.450% Senior Notes due 2024
$300,000,000.00
$ 36,360.00
3.150% Senior Notes due 2029
$600,000,000.00
$ 72,720.00
Total
$900,000,000.00
$109,080.00

(1)
The filing fee, calculated in accordance with Rule 457(o), has been transmitted to the SEC in connection with the securities offered from
Registration Statement File No. 333-232865 by means of this prospectus supplement.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated July 26, 2019)

$900,000,000

Phillips 66 Partners LP
$300,000,000 2.450% Senior Notes due 2024
$600,000,000 3.150% Senior Notes due 2029

Phillips 66 Partners LP is offering $900,000,000 aggregate principal amount of Senior Notes, consisting of $300,000,000 aggregate
principal amount of Senior Notes due 2024 bearing interest at 2.450% per year, or the "2024 notes," and $600,000,000 aggregate principal
amount of Senior Notes due 2029 bearing interest at 3.150% per year, or the "2029 notes." We refer to the 2024 notes and the 2029
notes, collectively, as "the notes."
We will pay interest on the notes semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020.
We have the option to redeem some or all of the notes of each series at any time and from time to time as described under the heading
"Description of Notes -- Optional Redemption."
The notes will be the senior unsecured obligations of Phillips 66 Partners LP and will rank equally in right of payment with all of our
existing and future senior debt. 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.
The notes will not be listed on any securities exchange and there is no existing trading market for the notes. We do not currently intend to
be quoted on any automated quotation system.
Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement and on page 2 of
the accompanying base prospectus.
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.

Pe r 2 0 2 4
Pe r 2 0 2 9

N ot e

T ot a l

N ot e

T ot a l

Price to the public

99.763%
(1)
$299,289,000

99.781%(1)
$598,686,000
Underwriting discount

0.600%
$
1,800,000

0.650%
$
3,900,000
Proceeds to us (before expenses)

99.163%
(1)
$297,489,000

99.131%(1)
$594,786,000
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(1)
Plus accrued interest on the notes, if any, from September 6, 2019.
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 September 6, 2019.

Joint Book-Running Managers

Ba rc la ys

Cit igroup

Goldm a n Sa c hs & Co. LLC

RBC Ca pit a l M a rk e t s
BN P PARI BAS

Cre dit Suisse
COM M ERZ BAN K

M izuho Se c urit ie s

M U FG

Sc ot ia ba nk
SM BC N ik k o

T D Se c urit ie s

We lls Fa rgo Se c urit ie s
BofA M e rrill Lync h

J .P. M orga n
Co-Managers

BM O Ca pit a l M a rk e t s

BB& T Ca pit a l M a rk e t s

CI BC Ca pit a l M a rk e t s

Cre dit Agric ole CI B
H SBC

PN C Ca pit a l M a rk e t s LLC

SunT rust Robinson H um phre y

U S Ba nc orp
Prospectus Supplement dated September 3, 2019
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-9
CAPITALIZATION
S-10
DESCRIPTION OF OTHER INDEBTEDNESS
S-11
DESCRIPTION OF NOTES
S-13
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-28
UNDERWRITING
S-33
LEGAL MATTERS
S-38
EXPERTS
S-38
WHERE YOU CAN FIND MORE INFORMATION
S-38
INCORPORATION BY REFERENCE
S-39
Base Prospectus

Page
ABOUT THIS PROSPECTUS

ii
WHERE YOU CAN FIND MORE INFORMATION

iii
FORWARD-LOOKING STATEMENTS

iv
ABOUT PHILLIPS 66 PARTNERS LP

1
RISK FACTORS

2
USE OF PROCEEDS

3
DESCRIPTION OF OUR COMMON UNITS

4
DESCRIPTION OF OUR PREFERRED UNITS

6
DESCRIPTION OF OUR DEBT SECURITIES

8
PROVISIONS OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS

16
OUR PARTNERSHIP AGREEMENT

27
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

41
TAX CONSEQUENCES OF OWNERSHIP OF DEBT SECURITIES

59
INVESTMENT IN PHILLIPS 66 PARTNERS LP BY EMPLOYEE BENEFIT PLANS

59
LEGAL MATTERS

61
EXPERTS

61
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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 September 6, 2019, which will be the third 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.

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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.

·
Reductions in the volume of crude oil, refined petroleum products and NGL we transport, fractionate, process, terminal and store.

·
Changes to the tariff rates with respect to volumes that we transport through our regulated assets, which rates are subject to review and

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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 and demand for crude oil, refined petroleum products and NGL.

·
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.

·
Potential liabilities associated with the risks and operational hazards inherent in transporting, fractionating, processing, terminaling and storing

crude oil, refined petroleum products and NGL.

·
Curtailment of operations due to severe weather disruption or natural disasters; riots, strikes, lockouts or other industrial disturbances; or

failure of information technology systems due to various causes, including unauthorized access or attack.

·
Accidents or other unscheduled shutdowns affecting our pipelines, processing, fractionating, terminaling, and storage facilities or equipment, or

those of our suppliers or customers.

·
Our inability to obtain or maintain permits in a timely manner, if at all, including those necessary for capital projects, or the revocation or

modification of existing permits.

·
Our inability to comply with government regulations or make capital expenditures required to maintain compliance.

·
The failure to complete construction of announced and future capital projects in a timely manner and any cost overruns associated with such

projects.

·
Our ability to successfully execute growth strategies, whether through organic growth or acquisitions.

·
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.

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Table of Contents

·
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, railcars and other means of delivering and transporting crude oil, refined

petroleum products and NGL.

·
Direct or indirect effects on our business resulting from actual or threatened terrorist incidents or acts of war.

·
Our ability to comply with the terms of our credit facility, indebtedness and other financing arrangements, which, if accelerated, we may not

be able to repay.

·
Our ability to incur additional indebtedness or our ability to obtain financing on terms that we deem acceptable, including the refinancing of

our current obligations; higher interest rates and costs of financing would increase our expenses.

·
Changes in tax, environmental and other laws and regulations.
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
(the "SEC") that are 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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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,
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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-38 of this prospectus supplement. Please read "Risk Factors" beginning on page S-6 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 to own, operate, develop and acquire primarily fee-based crude oil, refined
petroleum products and natural gas liquids ("NGL") transportation, processing, terminaling and storage facilities and systems. We are managed and
operated by the executive officers of our general partner, with oversight provided by its board of directors. Neither we nor our subsidiaries have any
employees. Our general partner has the sole responsibility for providing the employees and other personnel necessary to conduct our operations.
We primarily generate revenue by providing fee-based transportation, processing, terminaling, storage and NGL fractionation services to
Phillips 66 and other customers. Our equity affiliates primarily generate revenue 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 entered into long-term, fee-based commercial agreements with Phillips 66 to provide transportation, terminaling, storage, stevedoring,
fractionation, processing, and rail terminal services. Under these agreements, Phillips 66 commits to provide us with minimum transportation,
throughput or storage volumes, or minimum monthly service fees. If Phillips 66 does not meet its minimum volume commitments, Phillips 66 pays us
deficiency payments based on the calculations described in the agreements. We believe these agreements promote stable and predictable cash flows,
and they are the source of a substantial portion of our revenue.
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 2.2 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 and an approximately 75% limited partner interest in us
based on the limited partner interests outstanding as of August 30, 2019. We

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Table of Contents
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.
Recent Developments
On August 1, 2019, we and Phillips 66 Partners GP LLC, our general partner, closed the transactions contemplated by that certain Partnership
Interests Restructuring Agreement (the "Agreement"), dated as of July 24, 2019, by and between us and our general partner. Pursuant to the
Agreement, our outstanding incentive distribution rights representing limited partner interests in us (the "IDRs"), all of which were held by our
general partner, were cancelled and our general partner's approximately 2% economic general partner interest in us was converted into a
non-economic general partner interest in us in exchange for the issuance to an affiliate of our general partner of 101,000,000 common units
representing limited partner interests in us (collectively, the "IDR Restructuring").
In connection with the IDR Restructuring, our general partner entered into a Third Amended and Restated Agreement of Limited Partnership of
Phillips 66 Partners LP, dated as of August 1, 2019, which we refer to as the amended and restated partnership agreement. The amended and restated
partnership agreement reflects the cancellation of the IDRs and the conversion of our general partner's economic general partner interest in us into
a non-economic general partner interest in us.
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The amended and restated partnership agreement revised the provisions of our previous partnership agreement relating to cash distributions by
removing provisions providing for distributions of available cash to our general partner in respect of the IDRs and its economic general partner
interest. Except as otherwise provided under the amended and restated partnership agreement, we will distribute available cash as of the end of each
quarter, after payment of distributions to the holders of Series A Preferred Units, pro rata to our limited partners (excluding the holders of Series A
Preferred Units), as of the record date selected by our general partner.
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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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
$900,000,000 aggregate principal amount of the notes, consisting of:

$300,000,000 aggregate principal amount of 2.450% Senior Notes due 2024; and

$600,000,000 aggregate principal amount of 3.150% Senior Notes due 2029.

Maturity
Unless redeemed prior to maturity as described below, the 2024 notes will mature on
December 15, 2024 and the 2029 notes will mature on December 15, 2029.

Interest Payment Dates
Interest on the 2024 notes will be payable semi-annually on June 15 and December 15 of
each year, commencing June 15, 2020.

Interest on the 2029 notes will be payable semi-annually on June 15 and December 15 of

each year, commencing June 15, 2020.

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 redemption prices set forth under the heading
"Description of Notes -- Optional Redemption."

Subsidiary Guarantees
The notes will not be guaranteed by any of our subsidiaries.

Ranking
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

·
structurally junior in right of payment to the liabilities of our subsidiaries.

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As of June 30, 2019, we had approximately $3.3 billion of consolidated indebtedness. Upon

the closing of this offering and the application of the net proceeds therefrom in the manner
described

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Table of Contents
under "Use of Proceeds," we anticipate that we will have approximately $3.5 billion of
consolidated indebtedness (including the notes offered hereby) ranking equally in right of
payment with the notes. As of June 30, 2019, we had no secured or subordinated

indebtedness outstanding. As of June 30, 2019, our subsidiaries had no indebtedness
outstanding other than the guarantees of our revolving credit facility and unsecured term loan
facility by Phillips 66 Partners Holdings LLC ("Phillips Holdings") and $75 million of tax-
exempt bonds. See "Description of Other Indebtedness."

Covenants
We will issue the notes under supplements to an indenture with U.S. Bank National
Association, as trustee. The covenants in the supplemental indentures for the notes, will
contain, among other things, covenants that restrict our ability, with certain exceptions, to:

·
incur debt secured by liens;

·
engage in sale/leaseback transactions; and

·
merge, consolidate or transfer all or substantially all of our assets.

Please read "Description of Notes -- Certain Covenants."

Lack of a Public Market for the Notes
The notes are new securities and there is currently no existing trading market for the notes.
There can be no assurance regarding:

·
any future development or liquidity of a trading market for the notes;

·
your ability to sell your notes at all; or

·
the prices at which you may be able to sell your notes.

Future trading prices of the notes will depend on many factors, including:

·
prevailing interest rates;

·
our operating results and financial condition; and

·
the markets for similar securities.

We do not currently intend to apply for the listing of the notes on any securities exchange or

for quotation of the notes in any dealer quotation system.

Use of Proceeds
We expect net proceeds of approximately $890.7 million from the offering of the notes, after
deducting underwriting discounts and estimated expenses of the offering that we will pay.
We intend to use the net proceeds of this offering (i) to repay indebtedness outstanding under
our $400 million senior unsecured term loan facility (the "Credit Agreement"), (ii) to repay
or redeem the $300 million of our

S-4
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outstanding 2.646% Senior Notes due February 2020 for an amount equal to the outstanding
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principal on the redeemed notes or, if redeemed prior to the early call date for the notes, for a

total redemption cost of approximately $301 million, and (iii) for general partnership
purposes, including funding future acquisitions and organic projects and the repayment of
outstanding indebtedness. Please read "Use of Proceeds."

Affiliates of certain underwriters in this offering are lenders under the Credit Agreement and,

accordingly, will receive a portion of the net proceeds of this offering. Please read
"Underwriting."

Additional Notes
We may create and issue additional notes ranking equally and ratably with any series of
notes offered by this prospectus supplement in all respects, except for the issue date, issue
price and, in some cases, the first interest payment date, so that such additional notes will
form a single series with the applicable series of notes offered by this prospectus supplement
and will have substantially identical terms as such series of notes, including with respect to
ranking, redemption and otherwise.

Governing Law
The notes and the indenture are or will be governed by, and construed in accordance with,
the laws of the State of New York.

Trustee
U.S. Bank National Association.

Risk Factors
You should carefully read and consider the information beginning on page S-6 of this
prospectus supplement and on page 2 of the accompanying base prospectus, in each case set
forth under the heading "Risk Factors" and all other information set forth in this prospectus,
including the information incorporated herein by reference, before deciding to invest in the
notes.

S-5
Table of Contents
RISK FACTORS
An investment in our notes involves risks. Before you invest in the notes offered hereby, you should carefully consider the following risk factors and
the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2018, as well as risks described in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and cautionary notes regarding forward-looking statements included or
incorporated by reference in this prospectus supplement and the accompanying base prospectus, together with all of the other information included or
incorporated by reference herein.
If any of these risks were to materialize, our business, results of operations, cash flows and financial condition could be materially and adversely
affected. In that case, our ability to make distributions to our unitholders may be reduced, the trading price of our securities could decline and you could
lose all or part of your investment.
Risks Related to an Investment in the Notes
Your ability to transfer the notes at a time or price you desire may be limited by the absence of an active trading market, which may not develop.
The notes will constitute new securities and although we will register the notes under the Securities Act of 1933, as amended (the "Securities Act"),
we do not intend to apply for listing of the notes on any securities exchange or for quotation of the notes in any automated dealer quotation system. In
addition, although the underwriters have informed us that they intend to make a market in the notes, as permitted by applicable laws and regulations, they
are not obligated to make a market in the notes, and they may discontinue their market-making activities at any time without notice. An active market for
the notes may not exist or develop or, if developed, may not continue. In the absence of an active trading market, you may not be able to transfer the notes
within the time or at the price you desire.
Our significant indebtedness and the restrictions in our debt agreements may adversely affect our future financial and operating flexibility.
As of June 30, 2019, we have approximately $3.3 billion of consolidated indebtedness. Upon the closing of this offering and the application of the net
proceeds therefrom, our consolidated indebtedness will be approximately $3.5 billion. Our substantial indebtedness and the additional debt we may incur
in the future for organic growth, potential acquisitions or working capital may adversely affect our liquidity and therefore our ability to make interest
payments on the notes.
Debt service obligations and restrictive covenants in our revolving credit facility and the indenture governing the notes may adversely affect our
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ability to finance future operations, pursue acquisitions and fund other capital needs as well as our ability to make cash distributions to our unitholders. In
addition, our leverage may make our results of operations more susceptible to adverse economic or operating conditions by limiting our flexibility in
planning for, or reacting to, changes in our business and the industry in which we operate and may place us at a competitive disadvantage as compared to
our competitors that have relatively less debt.
If we incur any additional indebtedness that ranks equally with the notes, the holders of that debt will be entitled to share ratably with the holders of
the notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us. This may have
the effect of reducing the amount of proceeds paid to noteholders. If new debt is added to our current debt levels, the related risks that we now face could
intensify.
We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We do not have significant assets
other than equity in our subsidiaries and equity investees. As a result,

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our ability to make required payments on the notes depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of
our subsidiaries to make distributions to us may be restricted by, among other things, credit instruments, applicable state business organization laws and
other laws and regulations. If our subsidiaries are prevented from distributing funds to us, we may be unable to pay all the principal and interest on the
notes when due.
We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service the notes or to repay
them at maturity.
Our limited partnership agreement requires us to distribute, on a quarterly basis, 100% of our available cash to our unitholders. Available cash is
generally defined as all of our cash on hand as of the end of a fiscal quarter, adjusted for cash distributions and net changes to reserves. Our partnership
agreement permits the general partner to reduce available cash by establishing cash reserves for the proper conduct of our business, to comply with
applicable law or agreements to which we are a party, or to provide funds for future distributions to partners. These cash reserves will affect the amount of
cash we have available to distribute to our unitholders.
Although our payment obligations to our unitholders will be subordinate to our payment obligations to holders of the notes, the value of our units
may decrease with decreases in the amount we distribute per unit. Accordingly, if we experience a decrease in liquidity in the future, the value of our
common units may decrease, and we may not be able to issue equity to recapitalize or otherwise improve our liquidity.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial and operating performance, which is subject
to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we
will maintain a level of cash flows from operating activities sufficient to permit us to service our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures,
sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the notes. We cannot assure you that we would be
able to take any of these actions, that these actions would be successful and would permit us to meet our scheduled debt service obligations or that these
actions would be permitted under the terms of our existing or future debt agreements, including our revolving credit facility and the indenture. In the
absence of such cash flows and capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or
operations to meet our debt service and other obligations. We may not be able to consummate those dispositions, and any proceeds may not be adequate to
meet any debt service obligations then due. Please read "Description of Notes" and "Description of Other Indebtedness."
The notes will be structurally subordinated to liabilities and indebtedness of our subsidiaries and effectively subordinated to any of our future secured
indebtedness to the extent of the value of the assets securing such indebtedness.
Our subsidiaries own all of our operating assets. However, none of our subsidiaries will guarantee our obligations with respect to the notes. Creditors
of our subsidiaries will have claims with respect to the assets of those subsidiaries that rank structurally senior to the notes. In the event of any distribution
or payment of assets of such subsidiaries in connection with any dissolution, winding up, liquidation, reorganization or other bankruptcy proceeding, the
claims of those creditors must be satisfied before making any distribution or payment to us in respect of our direct or indirect equity interests in such
subsidiaries. Accordingly, after satisfaction of the claims of such creditors, there may be little or no amounts left available to make payments in respect of
the notes. As of June 30, 2019, as adjusted for the offering of the notes and the application of the net proceeds therefrom as described in "Use of Proceeds,"
our subsidiaries would have had no indebtedness outstanding other than Merey Sweeny, LLC's ("MSLLC") approximately $75 million of environmental
facilities revenue bonds and Phillips Holdings' guarantee of our revolving credit facility and unsecured term loan facility. Furthermore, such

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subsidiaries will not be prohibited under the indenture from incurring other indebtedness, and any such indebtedness will rank structurally senior to the
notes with respect to the assets of such subsidiaries.
In addition, holders of any future secured indebtedness of the Partnership would have claims with respect to the assets constituting collateral for such
indebtedness that are effectively senior to the claims of the holders of the notes. The Partnership (excluding its subsidiaries) does not currently have any
secured indebtedness, but may have secured indebtedness in the future. In the event of an acceleration of any secured indebtedness or our bankruptcy,
liquidation or reorganization, our assets would be used to satisfy obligations with respect to the indebtedness secured thereby before any payment could be
made on the notes. While the indenture governing the notes will place some limitations on our ability to create liens, there are significant exceptions to
these limitations that will allow us to secure a significant amount of indebtedness without equally and ratably securing the notes. To the extent the value of
the collateral is not sufficient to satisfy the secured indebtedness, the holders of that indebtedness would be entitled to share with the holders of the notes
and the holders of other claims against us with respect to our other assets.
Risks Related to the Partnership
Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our not being subject to entity-level taxation
by individual states. If the Internal Revenue Service ("IRS") were to treat us as a corporation for tax purposes or we become subject to a material
amount of entity-level taxation, it would substantially reduce the amount of cash available for payment of principal and interest on the notes.
If we were treated as a corporation for U.S. federal income tax purposes, we would pay U.S. federal income tax on our taxable income at the
corporate tax rate, which is currently a maximum of 21%, and would likely pay state and local income tax at varying rates. Treatment of us as a corporation
would cause a material reduction in our anticipated cash flows, which could materially and adversely affect our ability to make payments on the notes.
Current law may change that could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to entity-level
taxation. At the federal level, members of Congress and the President have periodically considered substantive changes to the tax laws that would affect the
tax treatment of certain publicly traded partnerships, including the elimination of partnership tax treatment for publicly traded partnerships. We are unable
to predict whether these changes or other proposals will ultimately be enacted. Moreover, any such modifications to U.S. federal income tax laws and
interpretations thereof may or may not be applied retroactively. Any such legislative changes could negatively impact the amount of cash we have to make
payments on the notes. In addition, because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships
to entity-level taxation through the imposition of state income, franchise and other forms of taxation. If any state were to impose an additional tax on us, the
cash we have available to make payments on the notes could be materially reduced.
If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it may collect any resulting taxes (including any
applicable penalties and interest) directly from us, in which case our cash available for payment of principal and interest on the notes might be
substantially reduced.
Pursuant to the Bipartisan Budget Act of 2015, if the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it
may collect any resulting taxes (including any applicable penalties and interest) directly from us. We will generally have the ability to shift any such tax
liability to our unitholders in accordance with their interests in us during the year under audit, but there can be no assurance that we will be able to do so
under all circumstances. If we are required to make payments of taxes, penalties and interest resulting from audit adjustments, our cash available for
payment of principal and interest on the notes might be substantially reduced.

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USE OF PROCEEDS
We expect to receive net proceeds of approximately $890.7 million after deducting underwriting discounts and estimated offering expenses from the
sale of the notes offered hereby. We intend to use the net proceeds from this offering as follows:
(i) to repay the $400 million of indebtedness outstanding under the Credit Agreement;
(ii) to repay or redeem the $300 million of our outstanding 2.646% Senior Notes due February 2020 for an amount equal to the outstanding principal
on the redeemed notes or, if redeemed prior to the early call date for the notes, for a total redemption cost of approximately $301 million; and
(iii) for general partnership purposes, including funding future acquisitions and organic projects and the repayment of outstanding indebtedness.
As of August 30, 2019, borrowings outstanding under the Credit Agreement totaled approximately $400 million. Borrowings under the Credit
Agreement bear interest, at our option, at either: (a) the Eurodollar rate in effect from time to time plus the applicable margin; or (b) the base rate (as
described in the Credit Agreement) plus the applicable margin. Existing borrowings under the Credit Agreement were incurred for general partnership
purposes, including repayments of amounts borrowed under our revolving credit facility.
As of August 30, 2019, $300 million in aggregate principal amount of our 2.646% Senior Notes due February 2020 was outstanding. The 2.646%
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