5-04-2016

Phillips 66 Partners Prices Public Offering of 11,000,000 Common Units

HOUSTON--(BUSINESS WIRE)-- Phillips 66 Partners LP (NYSE: PSXP) (the “Partnership”) today announced the pricing of its upsized underwritten public offering of 11,000,000 common units representing limited partner interests in the Partnership at $52.40 per common unit. In connection with the offering, the Partnership has granted the underwriters a 30-day option to purchase up to an additional 1,650,000 common units. This offering is expected to close on May 10, 2016, subject to customary closing conditions.

The Partnership expects to use the net proceeds from this offering to repay a portion of the notes payable to Phillips 66 that will be assumed as part of the consideration for the Partnership’s recently announced acquisition of the Standish Pipeline and the remaining 75 percent ownership interest in Phillips 66 Sweeny Frac LLC, whose assets include the newly constructed Sweeny Fractionator One and Clemens Caverns storage facility. The offering is not conditioned on the closing of the acquisition, which is expected later this month. If the acquisition 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 future acquisitions and 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 is acting as the sole book-running manager for the offering. A copy of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained, once available, by sending a request to:

Barclays
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 888-603-5847

barclaysprospectus@broadridge.com

These documents may also be obtained free of charge, once available, from the Securities and Exchange Commission’s (SEC’s) website at www.sec.gov.

This news 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.

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

Phillips 66 Partners LP

Rosy Zuklic, 832-765-2297 (investors)

rosy.zuklic@p66.com

or

C.W. Mallon, 832-765-2297 (investors)

c.w.mallon@p66.com

or

Dennis Nuss, 832-765-1850 (media)

dennis.h.nuss@p66.com