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Bracewell Advised Phillips 66 on Offering of Floating Rate Notes

HOUSTON Bracewell LLP advised Phillips 66 on a private offering of $300 million aggregate principal amount of its Floating Rate Notes due 2019 and $300 million aggregate principal amount of its Floating Rate Notes due 2020 (collectively, the Notes), in each case fully and unconditionally guaranteed by Phillips 66 Company, a wholly owned subsidiary of Phillips 66.

Subject to certain conditions set forth in the Indenture pursuant to which the Notes were issued, Phillips 66 may cause Phillips 66 Partners, LP to issue a series of notes in exchange for all or a portion of a series of the Notes then outstanding (the Exchange Notes) without the consent of the holders of the Notes.  The Exchange Notes will be fully and unconditionally guaranteed by Phillips 66 and Phillips 66 Company.

This was the first offering by a sponsor of a master limited partnership (MLP) of debt securities that are exchangeable at the option of the sponsor into debt securities of an MLP.

Bracewell lawyers involved in this transaction included:

Partners: Will Anderson, Troy L. Harder and Michele J. Alexander

Counsel: Ian R. Brown

Associates: Charlotte Keenan