Phillips 66 Partners LP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-10-28: Form 8-K; Period of report 2016-10-28; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2016-10-19: Form 8-K; Period of report 2016-10-19; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
- 2016-10-17: Form 8-K; Period of report 2016-10-11; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2016-10-11: Form 8-K; Period of report 2016-10-11; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-10-28 | 8-K | 2016-10-28 | 2.02 Results of Operations and Financial Condition | 2.02 On October 28, 2016, Phillips 66 Partners LP issued a press release announcing the partnership’s financial and operating results for the quarter ended September 30, 2016. | mlp-2016930_erx8xk.htm |
| 2016-10-19 | 8-K | 2016-10-19 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On October 19, 2016, the Board of Directors of our General Partner declared a quarterly cash distribution of $0.531 per limited partner unit which, when combined with distributions to our General Partner, will result in total distributions of $82.5 million attributable to the third quarter of 2016. 8.01 The description in Item 2.02 above of the declaration of our quarterly cash distribution is incorporated in this Item 8.01 by reference. | psxp2016q3distributionrele.htm |
| 2016-10-17 | 8-K | 2016-10-11 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On October 11, 2016, Phillips 66 Partners LP (the “Partnership”) and Phillips 66 Partners GP LLC (the “General Partner”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Mizuho Securities USA Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the underwritten public offering (the “Notes Offering”) by the Partnership of $500 million aggregate principal amount of its 3.55% Senior Notes due 2026 (the “2026 Notes”) and $625 million aggregate principal amount of its 4.90% Senior Notes due 2046 (the “2046 Notes” and, together with the 2026 Notes, the “Notes”) to be issued pursuant to the Indenture, dated as of February 23, 2015 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of October 14, 2016, relating to the 2026 Notes (the “Fourth Supplemental Indenture”), and the Fifth Supplemental Indenture, dated as of October 14, 2016, relating to the 2046 Notes (the “Fifth Supplemental Indenture” and, together with the Base Indenture and the Fourth Supplemental Indenture, the “Indentures”), in each case between the Partnership and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). 2.01 Pursuant to the terms and conditions of the Contribution Agreement, the Acquisition closed on October 14, 2016. 2.03 The information regarding the Notes and the Indentures included or incorporated by reference in Item 1.01 of this Report is incorporated by reference into this Item 2.03 of this Report. 3.02 The description in Item 1.01 above of the Partnership’s issuance of Common Units to P66 PDI on October 14, 2016, in connection with the closing of the Acquisition is incorporated in this Item 3.02 by reference. 5.02 (b) On October 12, 2016, C. Clayton Reasor announced his intention to retire from the board of directors of Phillips 66 Partners GP LLC, the general partner of Phillips 66 Partners LP, effective at the end of 2016. | psxpeagleclosing8-k.htm |
| 2016-10-11 | 8-K | 2016-10-11 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On October 11, 2016, Phillips 66 Partners LP (the “Partnership”) entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Phillips 66 Partners GP LLC (the “General Partner”), Phillips 66 Company (“P66 Company”), and Phillips 66 Project Development Inc. (“P66 PDI”), each a wholly owned subsidiary of Phillips 66 (“PSX”). 7.01 On October 11, 2016, the Partnership announced that it entered into the Contribution Agreement. | psxpeagle8koct2016.htm |
| 2016-10-05 | 8-K | 2016-10-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On October 3, 2016, Phillips 66 Partners LP (the "Partnership") entered into a Second Amendment (the "Amendment") to its Credit Agreement dated June 7, 2013, with the lenders party thereto and JPMorgan Chase Bank, N.A. as the administrative agent (the "Credit Agreement"). 2.03 The description relating to the Second Amendment to Credit Agreement in Item 1.01 above is incorporated herein by reference. | psxp8k2016revolveramend.htm |
| 2016-08-16 | 8-K | 2016-08-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 12, 2016, Gary K. Adams resigned from the Board of Directors (the “Board”) of Phillips 66 Partners GP LLC, the general partner (the “General Partner”) of Phillips 66 Partners LP (the “Partnership”). | psxp8-kaug2016director.htm |
| 2016-08-12 | 8-K | 2016-08-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 9, 2016, Phillips 66 Partners LP (the “Partnership”) and Phillips 66 Partners GP LLC (the “General Partner”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC (the “Underwriter”), which provides for the offer and sale by the Partnership, and the purchase by the Underwriter, of an aggregate of 6,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) at a price to the public of $50.22 per Firm Unit. | psxp8-kaugunitofferingclose.htm |
| 2016-08-01 | 8-K | 2016-08-01 | 8.01 Other Events | 8.01 On May 4, 2016, we entered into a Contribution, Conveyance and Assumption Agreement (CCAA) with Phillips 66 Partners GP LLC (our General Partner), Phillips 66 Company, and Phillips 66 Project Development Inc. (P66 PDI), each a wholly owned subsidiary of Phillips 66. | mlp-2016_2015recastv2x8xk.htm |
| 2016-07-29 | 8-K | 2016-07-29 | 2.02 Results of Operations and Financial Condition | 2.02 On July 29, 2016, Phillips 66 Partners LP issued a press release announcing the partnership’s financial and operating results for the quarter ended June 30, 2016. | mlp-2016630_erx8xk.htm |
| 2016-07-20 | 8-K | 2016-07-20 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On July 20, 2016, the Board of Directors of our General Partner declared a quarterly cash distribution of $0.505 per limited partner unit which, when combined with distributions to our General Partner, will result in total distributions of $69.8 million attributable to the second quarter of 2016. 8.01 The description in Item 2.02 above of the declaration of our quarterly cash distribution is incorporated in this Item 8.01 by reference. | psxp2016q2distributionrele.htm |
| 2016-06-06 | 8-K | 2016-06-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 6, 2016, Phillips 66 Partners LP (the “Partnership”) and Phillips 66 Partners GP LLC (the “General Partner”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) by and among the Partnership and the General Partner, on the one hand, and RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Mizuho Securities USA Inc. and Morgan Stanley & Co. LLC (each, a “Manager” and collectively, the “Managers”), on the other hand. | psxp8-katmlaunch.htm |
| 2016-05-10 | 8-K | 2016-05-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On May 4, 2016, Phillips 66 Partners LP (the “Partnership”) and Phillips 66 Partners GP LLC (the “General Partner”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., as representative of the several underwriters named therein (collectively, the “Underwriters”), which provides for the offer and sale by the Partnership, and the purchase by the Underwriters, of an aggregate of 11,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) at a price to the public of $52.40 per Firm Unit. 2.01 Pursuant to the terms and conditions of the Contribution Agreement, the Fractionator Transaction closed on May 10, 2016. 2.03 On May 10, 2016, the Partnership entered into Assignment and Assumption of Note agreements (the "Assumption Agreements") with P66 Company and each of Bravo LLC, Charlie LLC and Delta LLC , pursuant to which the Partnership assumed the obligations of Bravo LLC, Charlie LLC and Delta LLC under the Sponsor Notes. 3.02 The description in Item 1.01 above of the Partnership’s issuance of Common Units to P66 PDI on May 10, 2016, in connection with the closing of the Fractionator Transaction is incorporated in this Item 3.02 by reference. | psxp8-kplymouthclosing.htm |
| 2016-05-04 | 8-K | 2016-05-04 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On May 4, 2016, Phillips 66 Partners LP (the “Partnership”) entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Phillips 66 Partners GP LLC (the “General Partner”), Phillips 66 Company (“P66 Company”), and Phillips 66 Project Development Inc. (“P66 PDI”), each a wholly owned subsidiary of Phillips 66 (“PSX”). 7.01 On May 4, 2016, the Partnership announced that it entered into the Contribution Agreement. | a16-10354_18k.htm |
| 2016-05-03 | 8-K | 2016-05-02 | 8.01 Other Events | 8.01 On February 17, 2016, Phillips 66 Partners LP (the Partnership) entered into a Contribution, Conveyance and Assumption Agreement (the Contribution Agreement) with Phillips 66 Partners GP LLC, Phillips 66 Company, and Phillips 66 Project Development Inc. (P66 PDI), each a wholly owned subsidiary of Phillips 66. | mlpform8-kmay2016.htm |
| 2016-04-29 | 8-K | 2016-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2016, Phillips 66 Partners LP issued a press release announcing the partnership’s financial and operating results for the quarter ended March 31, 2016. | mlp-2016331_erx8xk.htm |
| 2016-04-20 | 8-K | 2016-04-20 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On April 20, 2016, the Board of Directors of our General Partner declared a quarterly cash distribution of $0.481 per limited partner unit which, when combined with distributions to our General Partner, will result in total distributions of $55.5 million attributable to the first quarter of 2016. 8.01 The description in Item 2.02 above of the declaration of our quarterly cash distribution is incorporated in this Item 8.01 by reference. | psxp2016q1distributionrele.htm |
| 2016-04-11 | 8-K | 2016-04-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective April 7, 2016, Timothy D. Roberts was elected by the sole member of Phillips 66 Partners GP LLC (the "General Partner"), the general partner of Phillips 66 Partners LP (the "Partnership"), to serve on the Board of Directors of the General Partner. | psxp8-kdirector0407.htm |
| 2016-03-01 | 8-K | 2016-03-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | psxplegacyclosing8-kmar2016.htm | |
| 2016-02-18 | 8-K | 2016-02-17 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On February 17, 2016, Phillips 66 Partners LP (the “Partnership”) entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Phillips 66 Partners GP LLC (the “General Partner”), Phillips 66 Company (“P66 Company”), and Phillips 66 Project Development Inc. (“P66 PDI”), each a wholly owned subsidiary of Phillips 66 (“PSX”). 7.01 On February 17, 2016, the Partnership announced that it entered into the Contribution Agreement. | psxp8-klegacyannounce.htm |
| 2016-01-29 | 8-K | 2016-01-29 | 2.02 Results of Operations and Financial Condition | 2.02 On January 29, 2016, Phillips 66 Partners LP issued a press release announcing the partnership’s financial and operating results for the quarter ended December 31, 2015. | mlp-20151231_erx8xk.htm |
| 2016-01-21 | 8-K | 2016-01-21 | 2.02 Results of Operations and Financial Condition | 2.02 On January 21, 2016, Phillips 66 Partners LP issued a press release announcing the declaration of its quarterly cash distribution for the fourth quarter of 2015. | psxp2015q4distributionrele.htm |