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Phillips 66 logoPhillips 66 PSX

The company said its subsidiary Phillips 66 Continental Holding GmbH entered into a definitive agreement on May 15, 2025 to sell a 65% stake in Carrera LP, which will hold its Germany and Austria retail marketing assets, to Carrera Bidco Limited. It said it will retain a 35% stake.

8-KOther EventsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said its subsidiary Phillips 66 Continental Holding GmbH entered into a definitive agreement on May 15, 2025 to sell a 65% stake in Carrera LP, which will hold its Germany and Austria retail marketing assets, to Carrera Bidco Limited. It said it will retain a 35% stake.

  2. The company said the deal values the Germany and Austria retail business at an enterprise value of about 2.5 billion (about $2.8 billion). It said the implied EV/EBITDA multiple based on expected 2025 EBITDA is 9.1x. The company also said it expects pre-tax cash proceeds of about €1.5 billion (about $1.6 billion) after purchase price adjustments.

  3. The company said it expects the deal to close in the second half of 2025, subject to regulatory approvals and other customary conditions. The business includes 970 sites, of which 843 are JET-branded sites.

  4. The company said it will enter into a joint venture agreement at closing that includes minority protection rights covering governance, capital investment decisions, future sale scenarios and exit provisions. It also said it plans to enter into a multi-year agreement to supply transportation fuels from the MiRO Refinery to a subsidiary of Carrera LP.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Phillips 66 to Sell 65% Stake in Germany and Austria Retail Marketing Business

The company said its subsidiary Phillips 66 Continental Holding GmbH entered into a definitive agreement on May 15, 2025 to sell a 65% stake in Carrera LP, which will hold its Germany and Austria retail marketing assets, to Carrera Bidco Limited. It said it will retain a 35% stake.

Source · Based on the filing body and exhibits

Deal Value and Expected Pre-Tax Cash Proceeds

The company said the deal values the Germany and Austria retail business at an enterprise value of about 2.5 billion (about $2.8 billion). It said the implied EV/EBITDA multiple based on expected 2025 EBITDA is 9.1x. The company also said it expects pre-tax cash proceeds of about €1.5 billion (about $1.6 billion) after purchase price adjustments.

Source · Based on the filing body and exhibits

Closing Timing, Conditions and Business Size

The company said it expects the deal to close in the second half of 2025, subject to regulatory approvals and other customary conditions. The business includes 970 sites, of which 843 are JET-branded sites.

Source · Based on the filing body and exhibits

Joint Venture Agreement and MiRO Refinery Fuel Supply Deal

The company said it will enter into a joint venture agreement at closing that includes minority protection rights covering governance, capital investment decisions, future sale scenarios and exit provisions. It also said it plans to enter into a multi-year agreement to supply transportation fuels from the MiRO Refinery to a subsidiary of Carrera LP.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.