Phillips 66 (NYSE:PSX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On February 13, 2018, Phillips 66 (the “Company”) entered into a Stock Purchase and Sale Agreement (the “Purchase Agreement”) with Berkshire Hathaway Inc. and National Indemnity Company, a wholly owned subsidiary of Berkshire Hathaway, to repurchase 35 million shares of Phillips 66 common stock, par value $0.01 (the “Common Stock”) for an aggregate of approximately $3.3 billion. to the Purchase Agreement, the purchase price per share of $93.725 is based on the volume weighted average price of the Company’s Common Stock on the New York Stock Exchange on February 13, 2018.
The repurchase transaction is scheduled to close on February 14, 2018. The Company intends to use cash on hand and borrowings under its commercial paper program to fund the purchase price.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is included with this report as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the repurchase transaction referenced above under Item 1.01 of this report, the Company incurred borrowings of approximately $1.4 billion under its existing commercial paper program.
Item 7.01 Regulation FD Disclosure
The press release issued by the Company announcing the Purchase Agreement is furnished with this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Phillips 66 ExhibitEX-10.1 2 spsaexecutionversion003.htm EXHIBIT 10.1 Exhibit STOCK PURCHASE AND SALE AGREEMENTThis STOCK PURCHASE AND SALE AGREEMENT (the “AGREEMENT’) is entered into on the 13th day of February 2018,…To view the full exhibit click here
About Phillips 66 (NYSE:PSX)
Phillips 66 is an energy manufacturing and logistics company with midstream, chemicals, refining and marketing, and specialties businesses. The Company operates its business through four segments: Midstream, Chemicals, Refining, and Marketing and Specialties (M&S). The Midstream segment includes its equity investment in DCP Midstream , LLC (DCP Midstream) and its investment in Phillips 66 Partners LP. The Midstream segment consists of three business lines: Transportation, DCP Midstream and NGL. The Midstream segment also transports crude oil and other feedstocks to refineries and other locations, and delivers refined and specialty products to market, and provides storage services for crude oil and petroleum products. The Chemical segment manufactures and markets petrochemicals and plastics. The refining segment buys, sells and refines crude oil and other feedstocks into petroleum products. The M&S segment purchases for resale and markets refined petroleum products.