2-17-2015

Phillips 66 Partners Announces Public Offering of 5,250,000 Common Units

HOUSTON--(BUSINESS WIRE)-- Phillips 66 Partners LP (NYSE: PSXP) (the “Partnership”) today announced the commencement of an underwritten public offering of 5,250,000 common units representing limited partner interests in the Partnership. In connection with the offering, the Partnership will grant the underwriters a 30-day option to purchase up to an additional 787,500 common units.

The Partnership expects to use the net proceeds from this offering to fund a portion of the purchase price of the Partnership’s previously announced acquisition of Phillips 66’s equity interests in the Sand Hills and Southern Hills natural gas liquids pipeline systems and the Explorer refined products pipeline system (the “Pipeline Transaction”). The Partnership intends to use the remaining portion of the net proceeds from this offering for general partnership purposes, including repayment of outstanding indebtedness and to fund capital expenditures. The closing of the Pipeline Transaction is not conditioned on the closing of the offering, and the offering is not conditioned on the closing of the Pipeline Transaction. If the Pipeline Transaction is not consummated for any reason, the Partnership expects to use the net proceeds from the offering for general partnership purposes, including repayment of outstanding indebtedness and to fund capital expenditures.

The Partnership expects to use the net proceeds from any exercise of the underwriters’ option to purchase additional common units for general partnership purposes, including repayment of outstanding indebtedness and to fund future acquisitions and capital expenditures.

Barclays, J.P. Morgan, BofA Merrill Lynch, Citigroup, Goldman, Sachs & Co., Morgan Stanley, RBC Capital Markets and Wells Fargo Securities are acting as the joint book-running managers for the offering. A copy of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained, when available, by sending a request to:

Barclays J.P. Morgan
c/o Broadridge Financial Solutions c/o Broadridge Financial Solutions
1155 Long Island Avenue 1155 Long Island Avenue
Edgewood, NY 11717 Edgewood, NY 11717
Telephone: 888-603-5847 Telephone: 866-803-9204

barclaysprospectus@broadridge.com

BofA Merrill Lynch Citigroup
Attn: Prospectus Department Attn: Prospectus Department
222 Broadway Brooklyn Army Terminal
New York, NY 10038 140 58th Street, 8th Floor
Brooklyn, NY 11220
Telephone: 800-831-9146

batprospectusdept@citi.com

Goldman, Sachs & Co. Morgan Stanley
Attn: Prospectus Department Attn: Prospectus Department
200 West Street 180 Varick Street, 2nd Floor
New York, NY 10282 New York, NY 10014
Telephone: 866-471-2526
Facsimile: 212-902-9316

Prospectus-ny@ny.email.gs.com

RBC Capital Markets Wells Fargo Securities
Attn: Equity Syndicate Attn: Equity Syndicate Dept.
Three World Financial Center 375 Park Avenue
200 Vesey Street, 8th Floor New York, NY 10152
New York, NY 10281 Telephone: 800-326-5897
Telephone: 877-822-4089

cmclientssupport@wellsfargo.com

equityprospectus@rbccm.com

These documents may also be obtained free of charge when they are available from the Securities and Exchange Commission’s website (“SEC”) at www.sec.gov.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The offering will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The offering is made pursuant to an effective shelf registration statement and prospectus filed by the Partnership with the SEC.

About Phillips 66 Partners

Headquartered in Houston, Phillips 66 Partners is a growth-oriented master limited partnership formed by Phillips 66 to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum product and natural gas liquids pipelines and terminals and other transportation and midstream assets. For more information, visit www.phillips66partners.com.

CAUTIONARY STATEMENTS

This press release contains forward-looking statements as defined under the federal securities laws, including projections, plans and objectives. Although Phillips 66 Partners believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond Phillips 66 Partners’ control. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from what Phillips 66 Partners anticipated, estimated, projected or expected. The key risk factors that may have a direct bearing on the forward-looking statements are described in the filings that Phillips 66 Partners makes with the Securities and Exchange Commission. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than as described. All forward-looking statements in this release are made as of the date hereof and Phillips 66 Partners undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Source: Phillips 66 Partners LP