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Updated: Phillips 66 Partners Sets Record for its Largest Dropdown Acquisition

October 11, 2016 Mark Curriden

© 2016 The Texas Lawbook.

By Natalie Posgate

(Oct. 11) – Houston-based Phillips 66 is selling 30 crude refined products and natural gas liquids assets to its master limited partnership, Phillips 66 Partners, for $1.3 billion, the companies said Tuesday.

The transaction, expected to close later this month, is Phillips 66 Partners’ largest dropdown acquisition to date, Greg Garland, the partnership’s CEO, said in a written statement.

The terms of the transaction were approved by the board of directors of the general partner of Phillips 66 Partners, whose approval was based on the approval and recommendation of its independent conflicts committee.

The conflicts committee turned to Dallas partner Alan Bogdanow of Vinson & Elkins to lead its end of the negotiations. The primarily Dallas-based V&E deal team also included partner Jim Meyer and associates Peter Marshall, Doug Smith, Zach Spencer, Will Russ and Julia Monier. Houston partner John Michael and associate Brandon Tuck also assisted, as well as V&E’s Washington, D.C. office.

The conflicts committee engaged Evercore as its financial advisor, which turned to Houston partner Mark Young of Andrews Kurth Kenyon to advise on its involvement in the deal.

Phillips 66 Partners said in the company release that it plans to fund the acquisition through a combination of debt and an issuance of $196 million in new Phillips 66 Partners units to Phillips 66.

Phillips 66’s general counsel is Paula Johnson, who was at ConocoPhillips for 10 years before joining the company in 2012. She practiced at the firm now known as Norton Rose Fulbright before converting to the in-house legal world.

Johnson hired Houston-partners Brett Braden and Thomas Brandt of Latham & Watkins to lead Phillips 66’s end of the deal. Latham’s Houston-based deal team also included associates Jayne Wabeke and Seth Rasmussen assisting with corporate matters and partner Tim Fenn and Bryant Lee handling tax matters.

© 2016 The Texas Lawbook. Content of The Texas Lawbook is controlled and protected by specific licensing agreements with our subscribers and under federal copyright laws. Any distribution of this content without the consent of The Texas Lawbook is prohibited.

If you see any inaccuracy in any article in The Texas Lawbook, please contact us. Our goal is content that is 100% true and accurate. Thank you.

Mark Curriden

Mark Curriden is a lawyer/journalist and founder of The Texas Lawbook. In addition, he is a contributing legal correspondent for The Dallas Morning News.

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©2025 The Texas Lawbook.

Content of The Texas Lawbook is controlled and protected by specific licensing agreements with our subscribers and under federal copyright laws. Any distribution of this content without the consent of The Texas Lawbook is prohibited.

If you see any inaccuracy in any article in The Texas Lawbook, please contact us. Our goal is content that is 100% true and accurate. Thank you.

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