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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.

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