| Item 1.01 |
Entry into a Material Definitive Agreement. |
Term Loan Agreement
On March 18, 2026 (the “Term Loan Closing Date”), Phillips 66 Company (the “Company”), a wholly owned subsidiary of Phillips 66 (“Phillips 66”), entered into a 364-day, $2.25 billion term loan credit agreement with a syndicate of banks and other financial institutions party thereto and Mizuho Bank, Ltd., as administrative agent (the “Term Loan Agreement”). The Term Loan Agreement is guaranteed by Phillips 66.
The Term Loan Agreement provides for a single borrowing on the Term Loan Closing Date and matures 364 days after the Term Loan Closing Date. The Term Loan Agreement contains customary covenants similar to those contained in the Company’s revolving credit agreement, including a maximum consolidated net debt-to-capitalization ratio of 65% as of the last day of each fiscal quarter. The Term Loan Agreement has customary events of default, such as nonpayment of principal when due; nonpayment of interest, fees or other amounts after grace periods; and violation of covenants. The Company may at any time prepay outstanding borrowings under the Term Loan Agreement, in whole or in part, without premium or penalty. As of the Term Loan Closing Date, the Company had borrowed the entire $2.25 billion under the Term Loan Agreement.
Outstanding borrowings under the Term Loan Agreement bear interest at either: (a) Term SOFR (as described in the Term Loan Agreement) in effect from time to time plus an applicable margin of 1.100%; or (b) the reference rate (as described in the Term Loan Agreement) plus an applicable margin of 0.100%.
Amendment to Receivables Facility
On March 13, 2026, the Company amended the Company’s accounts receivable securitization program. In connection therewith, the Company entered into the Fourth Amendment to Receivables Purchase and Financing Agreement (the “Receivables Facility Amendment”) to amend its existing Receivables Purchase and Financing Agreement dated September 30, 2024 (as amended, the “RPFA”), among the Company, as servicer, Phillips 66 Receivables LLC, as SPE (the “SPE”), the purchaser/lenders party thereto from time to time, PNC Capital Markets LLC, as structuring agent, and PNC Bank, National Association, as administrative agent.
The Receivables Facility Amendment amends the RPFA to, among other things, (i) increase the maximum facility size from $1.25 billion to $1.75 billion and (ii) permit the SPE to request a future increase in the maximum facility size to up to $2.0 billion.
Certain of the banks and other financial institutions that are party to the Term Loan Agreement and the RPFA and their affiliates have provided and may, from time to time, continue to provide investment banking, financial advisory, lending and/or commercial banking services to Phillips 66, the Company and their affiliates, for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.
