Issuer Free Writing Prospectus dated February 18, 2015
Relating to Preliminary Prospectus Supplement dated February 18, 2015
Registration Statement No. 333-197797
Phillips 66 Partners LP
$300,000,000 2.646% SENIOR NOTES DUE 2020
$500,000,000 3.605% SENIOR NOTES DUE 2025
$300,000,000 4.680% SENIOR NOTES DUE 2045
PRICING TERM SHEET
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Issuer: |
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Phillips 66 Partners LP | ||||
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Trade Date: |
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February 18, 2015 | ||||
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Settlement Date: |
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February 23, 2015 (T+3) | ||||
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Net Proceeds |
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$1,092,019,000 | ||||
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Title of Securities: |
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2.646% Senior Notes Due 2020 |
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3.605% Senior Notes Due 2025 |
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4.680% Senior Notes Due 2045 |
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Principal Amount: |
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$300,000,000 |
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$500,000,000 |
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$300,000,000 |
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Coupon: |
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2.646% |
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3.605% |
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4.680% |
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Maturity Date: |
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February 15, 2020 |
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February 15, 2025 |
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February 15, 2045 |
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Public Offering Price: |
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100.000% of principal amount, plus accrued interest, if any, from February 23, 2015 |
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99.967% of principal amount, plus accrued interest, if any, from February 23, 2015 |
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99.953% of principal amount, plus accrued interest, if any, from February 23, 2015 |
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Benchmark Treasury: |
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1.250% due January 31, 2020 |
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2.000% due February 15, 2025 |
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3.000% due November 15, 2044 |
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Spread to Benchmark Treasury: |
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+112 bps |
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+152 bps |
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+197 bps |
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Benchmark Price/Yield: |
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98-22; 1.526% |
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99-06+; 2.089% |
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105-26+; 2.713% |
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Reoffer Yield: |
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2.646% |
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3.609% |
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4.683% |
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Interest Payment Dates: |
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February 15 and August 15, commencing August 15, 2015 |
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February 15 and August 15, commencing August 15, 2015 |
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February 15 and August 15, commencing August 15, 2015 |
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Interest Record Dates: |
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February 1 and August 1 |
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February 1 and August 1 |
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February 1 and August 1 |
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Make-Whole Call: |
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At any time prior to January 15, 2020, at T + 20 bps. |
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At any time prior to November 15, 2024, at T + 25 bps. |
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At any time prior to August 15, 2044, at T + 30 bps. |
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Par Call: |
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On or after January 15, 2020 |
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On or after November 15, 2024 |
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On or after August 15, 2044 |
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Expected Ratings*: |
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Moody’s: Baa3 Standard & Poor’s: BBB |
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Moody’s: Baa3 Standard & Poor’s: BBB |
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Moody’s: Baa3 Standard & Poor’s: BBB |
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* These expected ratings are not a recommendation to buy, sell or hold the notes offered hereby. The ratings may be subject to revision or withdrawal at any time and should be evaluated independently of any other rating. | ||||
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Distribution: |
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SEC Registered |
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SEC Registered |
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SEC Registered |
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CUSIP / ISIN: |
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CUSIP: 718549 AA6 ISIN: US718549AA60 |
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CUSIP: 718549 AB4 ISIN: US718549AB44 |
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CUSIP: 718549 AC2 ISIN: US718549AC27 |
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Underwriters’ Fee: |
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0.600% of principal amount |
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0.650% of principal amount |
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0.875% of principal amount |
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Underwriters (for each series of notes): |
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Joint Book-Running Managers RBS Securities Inc. Barclays Capital Inc. Goldman, Sachs & Co. RBC Capital Markets, LLC | ||||
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Passive Book-Runners Deutsche Bank Securities Inc. DNB Markets, Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated PNC Capital Markets LLC
Co-Managers BNP Paribas Securities Corp. Lloyds Securities Inc. Mizuho Securities USA Inc. Morgan Stanley & Co. LLC Scotia Capital (USA) Inc. Wells Fargo Securities, LLC |
The Issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling RBS Securities Inc. toll-free at 1-866-884-2071, Barclays Capital Inc. toll-free at 1-888-603-5847, Goldman, Sachs & Co toll-free at 1-866-471-2526 or RBC Capital Markets, LLC toll-free at 1-866-375-6829.
This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement dated February 18, 2015 (the “Preliminary Prospectus Supplement”). The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.