Phillips 66 Partners LP (NYSE: PSXP) said Sept. 22 it would buy assets from Phillips 66 (NYSE: PSX) in a dropdown deal valued at $2.4 billion, including debt.
The deal includes the acquisition of a 25% interest in each Dakota Access and Energy Transfer Crude Oil pipelines and a 100% interest in Merey Sweeny LP fuel-grade coke processing unit.
The dropdown is the “largest acquisition Phillips 66 Partners has made to date,” said Greg Garland, Phillips 66 Partners chairman and CEO.
“The Bakken Pipeline complements our strategy to expand current systems that are integrated with Phillips 66 refineries and terminals, while Merey Sweeny provides another reliable source of cash flow generation to the portfolio,” Garland said in a statement. “This acquisition supports our EBITDA growth objective by adding solid fee-based assets to the Partnership and keeps us on track to deliver our 30% distribution growth target.”
The total transaction value includes $625 million in proportional non-consolidated, non-recourse Bakken Pipeline debt and $100 million of Merey Sweeny debt. The value reflects an approximate 8.9 times multiple, based on the acquired assets’ forecasted full-year 2018 adjusted EBITDA of roughly $270 million, according to the company press release.
Phillips 66 Partners plans to fund the acquisition through a combination of debt, proceeds from a private placement of equity units, and units issued to Phillips 66.
Additionally, the company doesn't expect to access the equity market to meet its $1.1 billion of annual run-rate adjusted EBITDA goal by the end of 2018, “other than through selective use of our at-the-market program,” Garland said.
Phillips 66 Partners said it anticipates the dropdown acquisition to close in early October. The company's conflicts committee engaged Evercore as its financial adviser and Vinson & Elkins LLP as its legal counsel for the transaction.
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