DCP Midstream to dropdown all remaining assets to DPM for $3.85B

DCP Midstream LLC (Midstream), a 50/50 joint venture between Phillips 66 and Spectra Energy (owners), and DCP Midstream Partners LP (NYSE:DPM), signed and closed a transaction combining all of the assets and debt of Midstream with DPM, creating the largest natural gas liquids (NGL) producer and gas processor in the United States with a pro-forma enterprise value of approximately $11 billion.

Transaction summary
Under terms of the transaction, Midstream has contributed subsidiaries owning all of its assets to DPM, plus $424 million of cash, in exchange for approximately 31.1 million DPM units ($1.125 billion) and DPM assuming $3.15 billion of Midstream debt, for an estimated transaction multiple of approximately eight times based on current commodity strip prices. The cash proceeds of $424 million contributed to DPM will be used to repay its revolver, fund its growth projects or prefund repayment of DPM debt maturing in December 2017. The owners have retained their 50/50 joint ownership of DCP Midstream LLC, which owns the incentive distribution rights (IDRs) and 38% of the outstanding DPM general and limited partner units. To support a minimum 1.0 times distribution coverage ratio, the owners have agreed, if required, to provide IDR givebacks up to $100 million annually through 2019 which provides downside protection for LP unitholders.

"Our combined diversified portfolio provides highly accretive bolt-on expansion opportunities starting with the DJ Basin, where we will build a new 200 million-cubic-feet-per-day (MMcf/d) processing plant that is expected to come online in late 2018 with an additional 200 MMcf/d plant in 2019, resulting in a 50% increase in DJ Basin capacity. Additionally, we are expanding our Sand Hills NGL pipeline to its full 365 thousand barrels per day of capacity by the end of 2017, an increase of 30%," said Wouter van Kempen, chairman, president and CEO of both DCP Midstream and DCP Midstream Partners.

DJ Basin expansion
DPM will construct a new 200 MMcf/d cryogenic natural gas processing plant (Mewbourn 3) in the DJ Basin, its tenth plant in the basin, projected to be in service by the end of 2018. Additionally, DCP collaborated with several key producers to form a cooperative development plan which provides a framework to add another 200 MMcf/d plant by mid-2019. Together, these projects will increase capacity by 50% to 1.2 billion cubic feet per day. DPM will also complete the next phase of its Grand Parkway low pressure gathering project and associated compression expansions by the end of 2018.

DPM is in the process of constructing additional field compression and plant bypass infrastructure that will add approximately 40 MMcf/d of incremental capacity during the summer of 2017. The new plants will connect to the Front Range Pipeline, one-third owned by DPM, for NGL takeaway to Mont Belvieu, Texas. Total capital investment for the plant and associated gathering is expected to be up to $395 million.

Sand Hills Pipeline expansion
DPM will expand NGL takeaway capacity on Sand Hills Pipeline by 30%, or 85,000 barrels per day (b/d) to 365,000 b/d, through the addition of four pump stations and a pipeline loop (Sand Hills expansion) to meet NGL production growth from owned and third party plants in the Delaware Basin. Total capital investment for the Sand Hills expansion is approximately $70 million, with an expected in-service date in the fourth quarter of 2017. The newly combined DPM owns two-thirds interest in Sand Hills and Phillips 66 Partners owns the remaining one-third interest and each will fund their proportionate share of the expansion.

Sand Hills provides NGL takeaway capacity to the Mont Belvieu market from both owned and third party plants in the growing Permian Basin, including Southeast New Mexico, Delaware Basin, and Cline Shale of West Texas.

BofA Merrill Lynch acted as financial advisor, Bracewell acted as legal counsel and Gibson, Dunn & Crutcher acted as special tax counsel to DCP Midstream, LLC. Evercore acted as financial advisor and Andrews Kurth Kenyon and Richards, Layton & Finger acted as legal counsel to the Conflicts Committee of DPM’s Board of Directors.

On January 23, 2017, the combined company will be renamed DCP Midstream LP and the New York Stock Exchange stock ticker symbol will be changed to “DCP”.



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