Phillips 66 Announces Expiration and Final Results of Exchange Offers and Consent Solicitations

Phillips 66 (NYSE: PSX) announced today the expiration and final results of the previously announced offers to exchange (collectively, the “Exchange Offers”) any and all validly tendered (and not validly withdrawn) and accepted notes of the seven series of notes described in the table below (collectively, the “Old Notes”) issued by Phillips 66 Partners LP (“PSXP”) for notes to be issued by Phillips 66 Company (“P66 Co”), a wholly owned subsidiary of Phillips 66 (collectively, the “New Notes”), and the related consent solicitations (the “Consent Solicitations”) to certain proposed amendments to the corresponding indenture and to supplemental indentures pursuant to which such Old Notes were issued (the “Indenture Amendments”).

The Exchange Offers and Consent Solicitations expired as of 11:59 p.m., New York City time, on May 3, 2022 (the “Expiration Date”). As of the Expiration Date, the following principal amounts of each series of Old Notes were validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked) as reported by D.F. King & Co., Inc., the exchange agent:

The Exchange Offers and Consent Solicitations were made upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated April 6, 2022 (the “Offering Memorandum”).

As of the Expiration Date, all conditions to the Exchange Offers were satisfied or waived. Upon settlement of the Exchange Offers and Consent Solicitations, which is currently expected to occur on Thursday, May 5, 2022, P66 Co will (i) issue to the holders of the Old Notes who tendered in advance of 5:00 p.m., New York City time, on April 19, 2022 (the “Early Participation Date”) $1,000 principal amount of the corresponding series of New Notes for each $1,000 principal amount of the Old Notes that have been accepted for exchange, (ii) issue to the holders of the Old Notes who tendered after the Early Participation Date but before the Expiration Date $970 principal amount of the corresponding series of New Notes for each $1,000 principal amount of Old Notes that have been accepted for exchange and (iii) pay to the holders of the Old Notes who tendered in advance of the Early Participation Date $1.00 in cash for each $1,000 principal amount of the Old Notes that have been accepted for exchange as part of the exchange consideration.

In addition, as previously disclosed, P66 Co received consents in the Consent Solicitations sufficient to approve the Indenture Amendments. As a result, PSXP and the respective trustees for the Old Notes have entered into supplemental indentures on April 20, 2022, implementing those Indenture Amendments effective from the settlement date of the Exchange Offers.

The New Notes will only be issued to eligible holders of Old Notes who have completed and returned an eligibility form confirming that they are either (a) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”), or (b) outside the United States and (i) are persons other than U.S. persons in reliance upon Regulation S under the Securities Act, (ii) are not “EEA Retail Investors” or “UK Retail Investors” (each as defined in the Offering Memorandum) and (iii) in the case of persons located in the United Kingdom, are “Relevant Persons” (as defined in the Offering Memorandum).

Phillips 66 will file a Current Report on Form 8-K after the settlement of the Exchange Offers and Consent Solicitations attaching, among other things, the indenture governing the New Notes. A copy of the Form 8-K will be available on the Securities and Exchange Commission (“SEC”) website (sec.gov) and on the Phillips 66 website (phillips66.com).

The New Notes have not been registered under the Securities Act or any state securities laws. In connection with the issuance of the New Notes, P66 Co and Phillips 66 will enter into a registration rights agreement pursuant to which they will agree to exchange the New Notes for registered notes having substantially the same terms as the New Notes or, in certain circumstances, to register the resale of New Notes with the SEC. Until they are registered, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

About Phillips 66

Phillips 66 (NYSE: PSX) transports, manufactures and markets products that drive the global economy. The diversified energy company’s portfolio includes Midstream, Chemicals, Refining, and Marketing and Specialties businesses. Headquartered in Houston, Phillips 66 has employees around the globe who are committed to safely and reliably providing energy and improving lives while pursuing a lower-carbon future.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include statements regarding the settlement of the Exchange Offers and the issuance of the New Notes. These forward-looking statements are subject to risks and uncertainties, including the risks disclosed in the Offering Memorandum and the filings of Phillips 66 with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2021.

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