UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On May 15, 2025, Phillips 66 (the “Company”) issued a press release announcing that its subsidiary, Phillips 66 Continental Holding GmbH (“P66 Continental”), has entered into a definitive agreement (the “Purchase Agreement”) to sell 65 percent of its equity interests in each of (i) a limited partnership (“Carrera LP”), which will be formed prior to the closing of the Purchase Agreement (the “Closing”), and which, once formed, will hold the Company’s retail marketing assets located in Austria and Germany, and (ii) the general partner of Carrera LP (“Carrera GP”), which will be formed prior to the Closing, to Carrera Bidco Limited (the “Consortium Partner”), whose shareholders are subsidiaries of Energy Equation Partners and Stonepeak. P66 Continental will retain a 35 percent interest in Carrera LP. The Closing is expected to occur in the second half of 2025, subject to regulatory approvals and other customary conditions.
The Company expects to receive pre-tax cash proceeds of approximately €1.5 billion (approximately $1.6 billion) after customary purchase price adjustments related to cash, certain other long-term liabilities, asset retirement obligations, working capital, fuel inventory, and other adjustments.
At the Closing and pursuant to the terms of the Purchase Agreement, P66 Continental, the Consortium Partner, and Carrera GP will enter into a Partnership Agreement and Shareholders’ Agreement governing Carrera LP (the “Joint Venture Agreement”). The Joint Venture Agreement provides for certain minority protection rights, including provisions related to governance, capital investment decisions, potential future sale scenarios and defined exit provisions.
In connection with the transaction, the Company will enter into a multi-year agreement to supply a subsidiary of Carrera LP with transportation fuels from the Mineraloelraffinerie Oberrhein GmbH & Co. KG (MiRO) Refinery.
A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Words such as “anticipated,” “estimated,” “expected,” “planned,” “scheduled,” “targeted,” “believe,” “continue,” “intend,” “will,” “would,” “objective,” “goal,” “project,” “efforts,” “strategies,” “priorities” and similar expressions that convey the prospective nature of events or outcomes generally indicate forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements included in this Current Report on Form 8-K are based on management’s expectations, estimates and projections as of the date they are made. These statements are not guarantees of future events or performance, and you should not unduly rely on them as they involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Factors that could cause actual results or events to differ materially from those described in the forward-looking statements include: changes in governmental policies relating to NGL, crude oil, natural gas, refined petroleum or renewable fuels products pricing, regulation or taxation, including exports; the Company’s ability to timely obtain or maintain permits, including those necessary for capital projects; fluctuations in NGL, crude oil, refined petroleum products, renewable fuels, renewable feedstocks and natural gas prices, and refined product, marketing and petrochemical margins; the effects of any widespread public health crisis and its negative impact on commercial activity and demand for the Company’s products; changes to government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs including the renewable fuel standards program, low carbon fuel standards and tax credits for biofuels; liability resulting from pending or future litigation or other legal proceedings; liability for remedial actions, including removal and reclamation obligations under environmental regulations; unexpected changes in costs or technical requirements for constructing, modifying or operating the Company’s facilities or transporting the Company’s products; the Company’s ability to successfully complete, or any material delay in the completion
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of, any asset disposition, acquisition, shutdown or conversion that we may pursue, including receipt of any necessary regulatory approvals or permits related thereto; unexpected technological or commercial difficulties in manufacturing, refining or transporting the Company’s products, including chemical products; the level and success of producers’ drilling plans and the amount and quality of production volumes around the Company’s midstream assets; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products, renewable fuels or specialty products; changes in the cost or availability of adequate and reliable transportation for the Company’s NGL, crude oil, natural gas and refined petroleum and renewable fuels products; failure to complete definitive agreements and feasibility studies for, and to complete construction of, announced and future capital projects on time or within budget; the Company’s ability to comply with governmental regulations or make capital expenditures to maintain compliance; limited access to capital or significantly higher cost of capital related to the Company’s credit profile or illiquidity or uncertainty in the domestic or international financial markets; damage to the Company’s facilities due to accidents, weather and climate events, civil unrest, insurrections, political events, terrorism or cyberattacks; domestic and international economic and political developments including armed hostilities, such as the war in Eastern Europe, instability in the financial services and banking sector, excess inflation, expropriation of assets and changes in fiscal policy, including interest rates; international monetary conditions and exchange controls; changes in estimates or projections used to assess fair value of intangible assets, goodwill and properties, plants and equipment and/or strategic decisions or other developments with respect to the Company’s asset portfolio that cause impairment charges; substantial investments required, or reduced demand for products, as a result of existing or future environmental rules and regulations, including greenhouse gas emissions reductions and reduced consumer demand for refined petroleum products; changes in tax, environmental and other laws and regulations (including alternative energy mandates) applicable to the Company’s business; political and societal concerns about climate change that could result in changes to the Company’s business or increase expenditures, including litigation-related expenses; the operation, financing and distribution decisions of the Company’s joint ventures that we do not control; the potential impact of activist shareholder actions or tactics; and other economic, business, competitive and/or regulatory factors affecting the Company’s businesses generally as set forth in the Company’s filings with the Securities and Exchange Commission. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press release of Phillips 66, dated May 15, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Phillips 66 | ||||||
| Dated: May 15, 2025 |
By: | /s/ Vanessa A. Sutherland | ||||
| Vanessa A. Sutherland Executive Vice President | ||||||
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