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Phillips 66 8-K Report, Corporate Update (May 15, 2025)

Filed May 15, 2025For Securities:PSX

Summary

Phillips 66 (PSX) announced a significant strategic divestiture through its subsidiary, Phillips 66 Continental Holding GmbH. The company has entered into a definitive agreement to sell a 65% equity interest in Carrera LP, a newly formed partnership that will hold its Austrian and German retail marketing assets, and its general partner (Carrera GP). The buyer is Carrera Bidco Limited, a consortium backed by Energy Equation Partners and Stonepeak. Phillips 66 will retain a 35% stake in Carrera LP, indicating a continued, albeit reduced, involvement in these European retail operations.

Key Highlights

  • 1Phillips 66 is divesting a 65% stake in its Austrian and German retail marketing assets, which will be held under a new partnership called Carrera LP.
  • 2The transaction is structured as a joint venture, with Phillips 66 retaining a 35% interest in Carrera LP.
  • 3The buyer is Carrera Bidco Limited, a consortium comprising subsidiaries of Energy Equation Partners and Stonepeak.
  • 4The company expects to receive approximately €1.5 billion (approximately $1.6 billion) in pre-tax cash proceeds from the sale.
  • 5The transaction is anticipated to close in the second half of 2025, subject to regulatory approvals and customary conditions.
  • 6Phillips 66 will enter into a multi-year agreement to supply transportation fuels from its MiRO Refinery to a subsidiary of Carrera LP, ensuring continued commercial ties.
  • 7The joint venture agreement will include provisions for minority protection rights, governance, capital decisions, and exit strategies.

Frequently Asked Questions

Phillips 66 is selling a 65% stake in its retail marketing assets located in Austria and Germany, which will be housed in a newly formed limited partnership called Carrera LP.

The company expects to receive approximately €1.5 billion (approximately $1.6 billion) in pre-tax cash proceeds, after customary purchase price adjustments.

Yes, Phillips 66 will retain a 35% equity interest in Carrera LP, meaning it will continue to be a partner in the joint venture.

The closing of the transaction is expected to occur in the second half of 2025, contingent upon receiving regulatory approvals and meeting other standard closing conditions.