Filed Pursuant to Rule 433
Registration StatementNo. 333-232863
April 7, 2020
PRICING TERM SHEET
Issuer: | Phillips 66 (the “Company”) | |
Guarantor: | Phillips 66 Company | |
Ratings*: | A3 (Moody’s); BBB+ (S&P) | |
Issue of Securities: | 3.70% Senior Notes due 2023 (the “2023 Notes”) | |
Principal Amount: | $500,000,000 | |
Coupon: | 3.70% | |
Interest Payment Dates: | Semi-annually on April 6 and October 6, commencing on October 6, 2020 | |
Maturity Date: | April 6, 2023 | |
Treasury Benchmark: | 0.50% due March 15, 2023 | |
U.S. Treasury Yield: | 0.366% | |
Spread to Treasury: | 337.5 bps | |
Re-offer Yield: | 3.741% | |
Initial Price to Public: | 99.885% of principal amount, plus accrued interest, if any, from April 9, 2020 | |
Optional Redemption: | The Company may elect to redeem any or all of the 2023 Notes, at any time in principal amounts of $2,000 or any integral multiple of $1,000 above that amount. The Company will pay an amount equal to the principal amount of 2023 Notes redeemed plus a make-whole premium. The Company will also pay accrued but unpaid interest to, but not including, the redemption date. | |
Make-Whole Spread: | T + 50 bps | |
Settlement Date: | April 9, 2020 | |
Settlement Cycle: | T+2 | |
Day Count Convention: | Actual / 360 | |
CUSIP / ISIN: | 718546 AU8 / US718546AU85 | |
Denomination: | $2,000 and increments of $1,000 in excess thereof | |
Joint Book-Running Managers: | Mizuho Securities USA LLC BofA Securities, Inc. Citigroup Global Markets Inc. TD Securities (USA) LLC BNP Paribas Securities Corp. Scotia Capital (USA) Inc. SunTrust Robinson Humphrey, Inc. Commerz Markets LLC MUFG Securities Americas Inc. Goldman Sachs & Co. LLC RBC Capital Markets, LLC | |
Co-Managers: | Bank of China Limited U.S. Bancorp Investments, Inc. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll free at1-800-294-1322, Citigroup Global Markets Inc. toll free at1-800-831-9146, Mizuho Securities USA LLC toll free at1-866-271-7403 or TD Securities (USA) LLC toll free at1-855-495-9846.
Issuer: | Phillips 66 | |
Guarantor: | Phillips 66 Company | |
Ratings*: | A3 (Moody’s); BBB+ (S&P) | |
Issue of Securities: | 3.85% Senior Notes due 2025 (the “2025 Notes”) | |
Principal Amount: | $500,000,000 | |
Coupon: | 3.85% | |
Interest Payment Dates: | Semi-annually on April 9 and October 9, commencing on October 9, 2020 | |
Maturity Date: | April 9, 2025 | |
Treasury Benchmark: | 0.50% due March 31, 2025 | |
U.S. Treasury Yield: | 0.487% | |
Spread to Treasury: | 337.5 bps | |
Re-offer Yield: | 3.862% | |
Initial Price to Public: | 99.946% of principal amount, plus accrued interest, if any, from April 9, 2020 | |
Optional Redemption: | Prior to March 9, 2025 (the date that is one month prior to the maturity date of the 2025 Notes), the Company may elect to redeem any or all of the 2025 Notes, at any time in principal amounts of $2,000 or any integral multiple of $1,000 above that amount. The Company will pay an amount equal to the principal amount of 2025 Notes redeemed plus a make-whole premium. The Company will also pay accrued but unpaid interest to, but not including, the redemption date. Beginning on March 9, 2025, the Company may redeem the 2025 Notes at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus accrued but unpaid interest thereon to, but not including, the redemption date. | |
Make-Whole Spread: | T + 50 bps | |
Settlement Date: | April 9, 2020 | |
Settlement Cycle: | T+2 | |
Day Count Convention: | Actual / 360 | |
CUSIP / ISIN: | 718546 AV6 / US718546AV68 | |
Denomination: | $2,000 and increments of $1,000 in excess thereof | |
Joint Book-Running Managers: | Mizuho Securities USA LLC BofA Securities, Inc. Citigroup Global Markets Inc. TD Securities (USA) LLC BNP Paribas Securities Corp. Scotia Capital (USA) Inc. SunTrust Robinson Humphrey, Inc. Commerz Markets LLC MUFG Securities Americas Inc. Goldman Sachs & Co. LLC RBC Capital Markets, LLC | |
Co-Managers: | Bank of China Limited U.S. Bancorp Investments, Inc. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll free at1-800-294-1322, Citigroup Global Markets Inc. toll free at1-800-831-9146, Mizuho Securities USA LLC toll free at1-866-271-7403 or TD Securities (USA) LLC toll free at1-855-495-9846.
