Phillips 66 starts exchange offer to switch issuer on seven series

Chicago, April 6 – Phillips 66 started debt exchange offers to change the issuer on seven series of notes on Wednesday, according to a press release.

The company is offering to exchange notes with the same interest rates, payment dates and maturity dates for notes to be issued by Phillips 66 Co. The notes were issued by Phillips 66 Partners LP.

Philipps 66 recently acquired the existing issuer.

The Rule 144A and Regulation S offer includes the following securities:

• $300 million outstanding 2.45% senior notes due 2024 (Cusip: 718549AG3);

• $500 million outstanding 3.605% senior notes due 2025 (Cusip: 718549AB4);

• $500 million outstanding 3.55% senior notes due 2026 (Cusip: 718549AD0);

• $500 million outstanding 3.75% senior notes due 2028 (Cusip: 718549AF5);

• $600 million outstanding 3.15% senior notes due 2029 (Cusip: 718549AH1);

• $450 million outstanding 4.68% senior notes due 2045 (Cusip: 718549AC2); and

• $625 million outstanding 4.9% senior notes due 2046 (Cusip: 718549AE8).

In each case, noteholders are being offered $1,000 of new notes for $1,000 of existing notes plus a cash payment of $1.00, but only if they participate by the early deadline. Noteholders who participate after the early deadline will only receive $970 of new notes and the $1.00 cash payment.

Interest will not be paid, but will continue to accrue from the most recent payment date of each old note.

Phillips 66 is also soliciting consents to certain proposed amendments to the corresponding indenture and to supplemental indentures pursuant to which such old notes were issued, which amendments will modify or delete certain restrictive terms.

The early participation deadline is 5 p.m. ET on April 19, also the withdrawal deadline.

The exchange offers and consent solicitations expire at 11:59 p.m. ET on May 3.

D.F. King & Co., Inc is the exchange agent and information agent for the offer (877 783-5524, 212 269-5550, psx@dfking.com, www.dfking.com/psx).

Phillips 66 is a Houston-based diversified energy manufacturing and logistics company.

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