We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Name | Symbol | Market | Type |
---|---|---|---|
DCP Midstream LP | NYSE:DCP-C | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 25.00 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
DCP MIDSTREAM, LP
(Name of the Issuer)
DCP Midstream, LP
DCP Midstream GP, LP
DCP Midstream GP, LLC
DCP Midstream, LLC
Phillips Gas Company LLC
Phillips 66 Project Development Inc.
Dynamo Merger Sub LLC
Phillips 66 Company
Phillips 66
(Name of Persons Filing Statement)
COMMON UNITS
REPRESENTING LIMITED PARTNER INTERESTS
(Title of Class of Securities)
23311P100
(CUSIP Number of Class of Securities)
Vanessa Allen Sutherland
2331 CityWest Blvd.
Houston, Texas 77042
Telephone: (832) 765-3010
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to:
William S. Anderson Bracewell LLP 711 Louisiana Street, Suite 2300 Houston, Texas 77002 Telephone: (713) 221-1122 |
G. Michael OLeary Hunton Andrews Kurth LLP 600 Travis Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 220-4360 |
Srinivas M. Raju Richards, Layton & Finger, P.A. 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7748 |
This statement is filed in connection with (check the appropriate box):
a. |
☒ | The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934. | ||
b. |
☐ | The filing of a registration statement under the Securities Act of 1933. | ||
c. |
☐ | A tender offer. | ||
d. |
☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Transaction Statement), together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), by (i) DCP Midstream, LP, a Delaware limited partnership (the Partnership), (ii) DCP Midstream GP, LP, a Delaware limited partnership and the general partner of the Partnership (the General Partner), (iii) DCP Midstream GP, LLC, a Delaware limited liability company and the general partner of the General Partner (DCP GP LLC), (iv) DCP Midstream, LLC, a Delaware limited liability company (DCP Midstream), (v) Phillips Gas Company LLC, a Delaware limited liability company and the Class A Managing Member of DCP Midstream, (vi) Phillips 66 Project Development Inc., a Delaware corporation and indirect wholly owned subsidiary of Phillips 66 (PDI), (vii) Dynamo Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PDI (Merger Sub), (viii) Phillips 66 Company, a Delaware corporation, and (ix) Phillips 66, a Delaware corporation (Phillips 66). Collectively, the persons filing this Transaction Statement are referred to as the filing persons.
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of January 5, 2023, by and among Phillips 66, PDI, Merger Sub, the Partnership, the General Partner and DCP GP LLC (the Merger Agreement). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Partnership, with the Partnership surviving as a Delaware limited partnership (the Merger). Under the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), each common unit representing a limited partner interest in the Partnership (each, a Common Unit) issued and outstanding as of immediately prior to the Effective Time (other than the Sponsor Owned Units, as defined below) (each, a Public Common Unit) will be converted into the right to receive $41.75 per Public Common Unit in cash, without interest. The Partnerships Series B Preferred Units and Series C Preferred Units will be unaffected by the Merger and will remain issued and outstanding immediately following the Merger. The Common Units owned by DCP Midstream and the General Partner (collectively, the Sponsor Owned Units) will be unaffected by the Merger and will remain issued and outstanding immediately following the Merger. Under the terms of the Merger Agreement, at the Effective Time, PDIs ownership interest in Merger Sub will be converted into a number of new Common Units equal to the number of Public Common Units.
On January 5, 2023, the Special Committee (the Special Committee) of the Board of Directors of DCP GP LLC (the GP Board), consisting entirely of individuals that satisfy the independence and other requirements for service on the Special Committee that are set forth in the Partnerships Fifth Amended and Restated Agreement of Limited Partnership (the Partnership Agreement), by unanimous vote, (i) determined that the proposed Merger, on the terms and conditions set forth in the Merger Agreement, is in the best interests of the Partnership and the holders of Common Units other than DCP Midstream, the General Partner, Phillips 66 and each of their respective affiliates (the Public Unitholders) and the consideration to be paid to the Public Unitholders is fair to the Public Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval constituting Special Approval for all purposes of the Partnership Agreement, including Section 7.9(a) thereof, DCP GP LLCs Amended and Restated Limited Liability Company Agreement, including Section 6.09(a) thereof, and the General Partners Amended and Restated Agreement of Limited Partnership, including Section 7.9(a) thereof, (iii) recommended that the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended that the GP Board resolve to direct that the Merger Agreement and the approval of the Merger be submitted to a vote of the holders of Common Units.
Following the receipt of the Special Committees determination and approvals and its related recommendations, at a meeting held on January 5, 2023, the GP Board (acting, in part, based upon the receipt of the Special Committees determination and approvals and its related recommendations), by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and the Public Unitholders, (ii) authorized and approved the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed that the approval of the Merger Agreement and the approval of the Merger be submitted to a vote of the holders of Common Units pursuant to Section 14.3 of the Partnership Agreement, and (iv) authorized the holders of Common Units to act by written consent pursuant to Section 13.11 of the Partnership Agreement.
Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by the Partnerships limited partners requires the affirmative vote or written consent of a majority of the outstanding Common Units. On January 5, 2023, concurrently with the execution and delivery of the Merger Agreement, DCP Midstream and the General Partner, which together owned 56.5% of the Common Units issued and outstanding as of such date, delivered a written consent to the General Partner approving the Merger Agreement and the transactions contemplated thereby, including the Merger.
Completion of the Merger is subject to satisfaction or waiver of certain customary conditions.
Concurrently with the filing of this Transaction Statement, the Partnership is filing a preliminary information statement on Schedule 14C (the Information Statement). A copy of the Information Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Information Statement. All references in this Transaction Statement to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Exchange Act.
Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Information Statement, including all annexes thereto, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Information Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Information Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Information Statement is in preliminary form and is subject to completion. Terms used but not defined in this Transaction Statement shall have the meanings given to them in the Information Statement.
All information concerning the Partnership contained in, or incorporated by reference into, this Transaction Statement was supplied by the Partnership. Similarly, all information concerning each other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.
ITEM 1. SUMMARY TERM SHEET
Regulation M-A, Item 1001
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
ITEM 2. SUBJECT COMPANY INFORMATION
Regulation M-A, Item 1002
(a) | Name and Address. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetParties to the Merger
Information Concerning the Partnership
(b) | Securities. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetParties to the Merger
Information Concerning the Partnership
(c) | Trading Market and Price. |
The information set forth in the Information Statement under the following caption is incorporated herein by reference:
Common Unit Market Price and Distribution InformationCommon Unit Market Price Information
(d) | Dividends. |
The information set forth in the Information Statement under the following caption is incorporated herein by reference:
Common Unit Market Price and Distribution InformationDistribution Information
(e) | Prior Public Offerings. |
Not applicable.
(f) | Prior Stock Purchases. |
Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Regulation M-A, Item 1003
(a) | Name and Address. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetParties to the Merger
Information Concerning the Partnership
Information Concerning the Phillips 66 Filing Parties
(b) | Business and Background of Entities. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetParties to the Merger
Information Concerning the Partnership
Information Concerning the Phillips 66 Filing Parties
(c) | Business and Background of Natural Persons. |
The information set forth in the Information Statement under the following caption is incorporated herein by reference:
Business and Background of Natural Persons
ITEM 4. TERMS OF THE TRANSACTION
Regulation M-A, Item 1004
(a) | Material Terms. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsEffects of the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
Special FactorsOwnership of the Partnership After the Merger
Special FactorsFinancing of the Merger
Special FactorsProvisions for Public Unitholders
Special FactorsDelisting and Deregistration
Special FactorsNo Dissenters or Appraisal Rights
Special FactorsAccounting Treatment of the Merger
The Merger Agreement
Material U.S. Federal Income Tax Consequences of the Merger
Unit Ownership of Certain Beneficial Owners, Directors and Executive Officers
Delisting and Deregistration of Common Units
Annex A: Agreement and Plan of Merger
(b) | Purchases. |
Not required by Schedule 13E-3.
(c) | Different Terms. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsEffects of the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Special FactorsNo Dissenters or Appraisal Rights
The Merger Agreement
Annex A: Agreement and Plan of Merger
(d) | Appraisal Rights. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetNo Dissenters or Appraisal Rights
Questions and Answers
Special FactorsNo Dissenters or Appraisal Rights
(e) | Provisions for Unaffiliated Security Holders. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetProvisions for Public Unitholders
Special FactorsProvisions for Public Unitholders
(f) | Eligibility for Listing or Trading. |
Not applicable.
ITEM 5 | . PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
Regulation M-A, Item 1005
(a) | Transactions. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Information Concerning the Phillips 66 Filing Parties
Unit Ownership of Certain Beneficial Owners, Directors and Executive Officers
Past Contacts, Transactions, Negotiations and Agreements
Certain Purchases and Sales of Common Units
Where You Can Find More Information
(b) | Significant Corporate Events. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsEffects of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
The Merger Agreement
Information Concerning the Phillips 66 Filing Parties
Past Contacts, Transactions, Negotiations and Agreements
Certain Purchases and Sales of Common Units
Where You Can Find More Information
Annex A: Agreement and Plan of Merger
(c) | Negotiations or Contacts. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsEffects of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
The Merger Agreement
Information Concerning the Phillips 66 Filing Parties
Past Contacts, Transactions, Negotiations and Agreements
Certain Purchases and Sales of Common Units
Where You Can Find More Information
Annex A: Agreement and Plan of Merger
(d) | Conflicts of Interest. |
Not required by Schedule 13E-3.
(e) | Agreements Involving the Subject Companys Securities. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
The Merger Agreement
Unit Ownership of Certain Beneficial Owners, Directors and Executive Officers
Past Contacts, Transactions, Negotiations and Agreements
Certain Purchases and Sales of Common Units
Where You Can Find More Information
Annex A: Agreement and Plan of Merger
ITEM 6 | . PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS |
Regulation M-A, Item 1006
(a) | Purposes. |
Not required by Schedule 13E-3.
(b) | Use of Securities Acquired. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsEffects of the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
The Merger Agreement
Delisting and Deregistration of Common Units
Annex A: Agreement and Plan of Merger
(c) | (1)-(8) Plans. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsEffects of the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsFinancing of the Merger
Special FactorsDelisting and Deregistration
The Merger Agreement
Common Unit Market Price and Distribution Information
Unit Ownership of Certain Beneficial Owners, Directors and Executive Officers
Delisting and Deregistration of Common Units
Annex A: Agreement and Plan of Merger
(d) | Subject Company Negotiations. |
Not required by Schedule 13E-3.
ITEM 7 | . PURPOSES, ALTERNATIVES, REASONS AND EFFECTS |
Regulation M-A, Item 1013
(a) | Purposes. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsEffects of the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Special FactorsOwnership of the Partnership After the Merger
(b) | Alternatives. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
(c) | Reasons. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPosition of the Philips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsEffects of the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Special FactorsOwnership of the Partnership After the Merger
(d) | Effects. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsEffects of the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger
The Merger Agreement
Material U.S. Federal Income Tax Consequences of the Merger
Delisting and Deregistration of Common Units
Annex A: Agreement and Plan of Merger
ITEM 8 | . FAIRNESS OF THE TRANSACTION |
Regulation M-A, Item 1014
(a) | Fairness. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsResolution of Conflicts of Interest; Standards of Conduct and Modification of Duties
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsOpinion of Evercore Financial Advisor to the Special Committee
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsEffects of the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
The Merger Agreement
Common Unit Market Price and Distribution Information
Annex A: Agreement and Plan of Merger
Annex B: Opinion of Evercore Group L.L.C.
(b) | Factors Considered in Determining Fairness. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsResolution of Conflicts of Interest; Standards of Conduct and Modification of Duties
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsOpinion of Evercore Financial Advisor to the Special Committee
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsEffects of the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
The Merger Agreement
Common Unit Market Price and Distribution Information
Annex A: Agreement and Plan of Merger
Annex B: Opinion of Evercore Group L.L.C.
(c) | Approval of Security Holders. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
The Merger Agreement
Annex A: Agreement and Plan of Merger
(d) | Unaffiliated Representative. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsOpinion of Evercore Financial Advisor to the Special Committee
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Annex B: Opinion of Evercore Group L.L.C.
(e) | Approval of Directors. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
(f) | Other Offers. |
Not applicable.
ITEM | 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS |
Regulation M-A, Item 1015
(a) | Report, Opinion or Appraisal. |
The discussion materials prepared by Evercore Group L.L.C. and provided to the Special Committee, dated October 26, 2022, November 2, 2022, November 13, 2022, November 14, 2022, November 15, 2022, November 29, 2022, December 7, 2022, December 14, 2022, December 17, 2022, December 19, 2022 and January 5, 2023 are set forth as Exhibits (c)(2)(c)(14), respectively, hereto and are incorporated herein by reference. The discussion materials prepared by Barclays Capital Inc. and provided to Phillips 66, dated August 30, 2022 and January 3, 2023 are set forth as Exhibits (c)(15) and (c)(16), respectively, hereto and are incorporated herein by reference. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetApproval of the Merger Agreement by the Special Committee and the GP Board
Summary Term SheetOpinion of Evercore Financial Advisor to the Special Committee
Summary Term SheetPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsUnaudited Financial Projections of the Partnership
Special FactorsOpinion of Evercore Financial Advisor to the Special Committee
Special FactorsFinancial Advisor Discussion Materials Provided to Phillips 66
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Annex B: Opinion of Evercore Group L.L.C.
(b) | Preparer and Summary of Report, Opinion or Appraisal. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetApproval of the Merger Agreement by the Special Committee and the GP Board
Summary Term SheetOpinion of Evercore Financial Advisor to the Special Committee
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsOpinion of Evercore Financial Advisor to the Special Committee
Special FactorsFinancial Advisor Discussion Materials Provided to Phillips 66
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsFees and Expenses Relating to the Merger
Annex B: Opinion of Evercore Group L.L.C.
(c) | Availability of Documents. |
The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of the Partnership during its regular business hours by any interested holder of Public Common Units or representative who has been so designated in writing.
ITEM | 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION |
Regulation M-A, Item 1007
(a) | Source of Funds. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetFinancing of the Merger
Summary Term SheetFees and Expenses Relating to the Merger
Special FactorsFinancing of the Merger
Special FactorsFees and Expenses Relating to the Merger
The Merger Agreement
Annex A: Agreement and Plan of Merger
(b) | Conditions. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetConditions to Completion of the Merger
Summary Term SheetFinancing of the Merger
Summary Term SheetFees and Expenses Relating to the Merger
Special FactorsFinancing of the Merger
Special FactorsFees and Expenses Relating to the Merger
The Merger Agreement
Annex A: Agreement and Plan of Merger
(c) | Expenses. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetEffect of Termination; Termination Expenses
Summary Term SheetFinancing of the Merger
Summary Term SheetFees and Expenses Relating to the Merger
Special FactorsOpinion of Evercore Financial Advisor to the Special Committee
Special FactorsFinancial Advisor Discussion Materials Provided to Phillips 66
Special FactorsFinancing of the Merger
Special FactorsFees and Expenses Relating to the Merger
The Merger Agreement
Annex A: Agreement and Plan of Merger
(d) | Borrowed Funds. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetFinancing of the Merger
Special FactorsFinancing of the Merger
ITEM | 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY |
Regulation M-A, Item 1008
(a) | Securities Ownership. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsEffects of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Information Concerning the Partnership
Information Concerning the Phillips 66 Filing Parties
Unit Ownership of Certain Beneficial Owners, Directors and Executive Officers
(b) | Securities Transactions. |
The information set forth in the Information Statement under the following caption is incorporated herein by reference:
Certain Purchases and Sales of Common Units
ITEM | 12. THE SOLICITATION OR RECOMMENDATION |
Regulation M-A, Item 1012
(a) | Solicitation or Recommendation. |
Not required by Schedule 13E-3.
(b) | Reasons. |
Not required by Schedule 13E-3.
(c) | Intent to Tender. |
Not required by Schedule 13E-3.
(d) | Intent to Tender or Vote in a Going-Private Transaction. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
The Merger Agreement
Annex A: Agreement and Plan of Merger
(e) | Recommendations of Others. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsPurposes and Reasons of the Phillips 66 Filing Parties for the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
The Merger Agreement
Annex A: Agreement and Plan of Merger
ITEM 13. FINANCIAL STATEMENTS
Regulation M-A, Item 1010
(a) | Financial Information. |
The Partnerships Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 are incorporated herein by reference.
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Special FactorsEffects of the Merger
Incorporation of Certain Documents by Reference
Where You Can Find More Information
(b) | Pro Forma Information. |
Not applicable. Paragraph (b) of Item 1010 of Regulation M-A requires the presentation of such pro forma data only if material. The Merger Consideration will consist solely of cash, and, as a result, the Public Unitholders will not have a continuing interest in the Partnership after the Merger. Additionally, the Merger is not subject to any financing condition and Phillips 66 does not anticipate any difficulties obtaining the cash required to fund the Merger. Accordingly, such pro forma data is not material to the Public Unitholders and has not been presented.
(c) | Summary Information. |
The information set forth in the Information Statement under the following caption is incorporated herein by reference.
Summary Financial Information
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Regulation M-A, Item 1009
(a) | Solicitations or Recommendations. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsOpinion of Evercore Financial Advisor to the Special Committee
Special FactorsFinancial Advisor Discussion Materials Provided to Phillips 66
Special FactorsPosition of the Phillips 66 Filing Parties as to the Fairness of the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Special FactorsFees and Expenses Relating to the Merger
(b) | Employees and Corporate Assets. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers
Special FactorsBackground of the Merger
Special FactorsReasons for Approval of the Merger Agreement by the Special Committee and the GP Board
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Special FactorsFees and Expenses Relating to the Merger
ITEM 15. ADDITIONAL INFORMATION
Regulation M-A Item 1011
(a) | Agreements, Regulatory Requirements and Legal Proceedings. |
Not required by Schedule 13E-3.
(b) | Golden Parachute Compensation. |
The information set forth in the Information Statement under the following captions is incorporated herein by reference:
Summary Term SheetInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
Special FactorsInterests of the Directors and Executive Officers of DCP GP LLC in the Merger
The Merger Agreement
Unit Ownership of Certain Beneficial Owners, Directors and Executive Officers
Annex A: Agreement and Plan of Merger
(c) | Other Material Information. |
The information set forth in the Information Statement, including all annexes thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS
Regulation M-A, Item 1016
Exhibit |
Description | |
(a)(1) | Preliminary Information Statement of DCP Midstream, LP (incorporated herein by reference to DCP Midstream, LPs Information Statement on Schedule 14C filed concurrently with the SEC). | |
(a)(2) | Press release issued by DCP Midstream, LP and Phillips 66, dated January 6, 2023 (incorporated by reference to Exhibit 99.1 to DCP Midstream, LPs Current Report on Form 8-K filed on January 6, 2023). | |
(a)(3) | Letter to DCP Midstream, LPs limited partners (incorporated herein by reference to the Information Statement filed herewith as Exhibit (a)(1)). | |
(b)(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 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Phillips 66 dated May 5, 2022). | |
(b)(2) | Form of the terms of the 2027 Notes, including the form of the 2027 Note (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Phillips 66 dated March 27, 2023). | |
(b)(3) | Form of the terms of the 2033 Notes, including the form of the 2033 Note (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Phillips 66 dated March 27, 2023). | |
(b)(4) | Credit Agreement dated as of March 27, 2023, among Phillips 66 Company, Phillips 66, as guarantor, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Phillips 66 dated March 27, 2023). | |
(c)(1) | Opinion of Evercore Group L.L.C. to the Special Committee of the Board of Directors of DCP Midstream GP, LLC, dated January 5, 2023 (incorporated herein by reference to Annex B to the Information Statement filed herewith as Exhibit (a)(1)). | |
(c)(2)* | Discussion materials prepared by Evercore Group L.L.C., dated October 26, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(3)* | Discussion materials prepared by Evercore Group L.L.C., dated November 2, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(4)* | Discussion materials prepared by Evercore Group L.L.C., dated November 13, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(5)* | Discussion materials prepared by Evercore Group L.L.C., dated November 14, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(6)* | Discussion materials prepared by Evercore Group L.L.C., dated November 15, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(7)* | Discussion materials prepared by Evercore Group L.L.C., dated November 15, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(8)* | Discussion materials prepared by Evercore Group L.L.C., dated November 29, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(9)* | Discussion materials prepared by Evercore Group L.L.C., dated December 7, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(10)* | Discussion materials prepared by Evercore Group L.L.C., dated December 14, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(11)* | Discussion materials prepared by Evercore Group L.L.C., dated December 17, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(12)* | Discussion materials prepared by Evercore Group L.L.C., dated December 19, 2022, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(13)* | Discussion materials prepared by Evercore Group L.L.C., dated January 5, 2023, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(14)* | Discussion materials prepared by Evercore Group L.L.C., dated January 5, 2023, for the Special Committee of the Board of Directors of DCP Midstream GP, LLC. | |
(c)(15)* | Discussion materials prepared by Barclays, dated August 30, 2022, for Phillips 66. | |
(c)(16)* | Discussion materials prepared by Barclays, dated January 3, 2023, for Phillips 66. | |
(d)(1) | Agreement and Plan of Merger, dated as of January 5, 2023, by and among Phillips 66, Phillips 66 Project Development Inc., Dynamo Merger Sub LLC, DCP Midstream, LP, DCP Midstream GP, LP and DCP Midstream GP, LLC (incorporated herein by reference to Annex A to the Information Statement filed herewith as Exhibit (a)(1)). |
(f)(1) | Fifth Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP, dated as of November 6, 2019 (incorporated by reference to Exhibit 3.1 to DCP Midstream, LPs Current Report on Form 8-K filed on November 8, 2019). | |
(f)(2)* | Delaware Code Title 6 § 17-212. | |
(107)* | Filing Fee Table. |
* | Previously filed with the Schedule 13E-3 filed with the SEC on March 22, 2023 |
SIGNATURES
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of April 28, 2023 | DCP MIDSTREAM, LP | |||||
By: DCP Midstream GP, LP its General Partner | ||||||
By: DCP Midstream GP, LLC its General Partner | ||||||
By: | /s/ Donald A. Baldridge | |||||
Name: Donald A. Baldridge | ||||||
Title: Interim Chief Executive Officer | ||||||
Dated as of April 28, 2023 | DCP MIDSTREAM GP, LLC | |||||
By: | /s/ Kamal Gala | |||||
Name: Kamal Gala | ||||||
Title: Corporate Secretary | ||||||
Dated as of April 28, 2023 | DCP MIDSTREAM GP, LP | |||||
By: DCP Midstream GP, LLC its General Partner | ||||||
By: | /s/ Kamal Gala | |||||
Name: Kamal Gala | ||||||
Title: Corporate Secretary | ||||||
Dated as of April 28, 2023 | DCP MIDSTREAM, LLC | |||||
By: Phillips Gas Company LLC its Class A Managing Member | ||||||
By: | /s/ Kevin J. Mitchell | |||||
Name: Kevin J. Mitchell | ||||||
Title: President | ||||||
Dated as of April 28, 2023 | PHILLIPS 66 | |||||
By: | /s/ Timothy D. Roberts | |||||
Name: Timothy D. Roberts | ||||||
Title: Executive Vice President, Midstream and Chemicals | ||||||
Dated as of April 28, 2023 | PHILLIPS 66 COMPANY | |||||
By: | /s/ Timothy D. Roberts | |||||
Name: Timothy D. Roberts | ||||||
Title: Executive Vice President, Midstream and Chemicals |
Dated as of April 28, 2023 | PHILLIPS 66 PROJECT DEVELOPMENT INC. | |||||
By: | /s/ Timothy D. Roberts | |||||
Name: Timothy D. Roberts | ||||||
Title: President | ||||||
Dated as of April 28, 2023 | PHILLIPS GAS COMPANY LLC | |||||
By: | /s/ Kevin J. Mitchell | |||||
Name: Kevin J. Mitchell | ||||||
Title: President | ||||||
Dated as of April 28, 2023 | DYNAMO MERGER SUB LLC | |||||
By: | /s/ Timothy D. Roberts | |||||
Name: Timothy D. Roberts | ||||||
Title: President |
1 Year DCP Midstream Chart |
1 Month DCP Midstream Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions