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United States securities and exchange commission logo
April 17, 2023
Vanessa Allen Sutherland
General Counsel and Corporate Secretary
DCP Midstream, LP
2331 CityWest Blvd.
Houston, Texas 77042
Re: DCP Midstream, LP
Schedule 13E-3
filed March 22, 2023
File No. 005-81287
Schedule 14C filed
March 22, 2023
File No. 001-32678
Dear Vanessa Allen Sutherland:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional
comments. All defined terms used in this letter have the same meaning as
in the information
statement, unless otherwise indicated.
Schedule 14C filed March 22, 2023
Background of the Merger, page 14
1. We note your disclosure
that Phillips 66 and Enbridge discussed potential transactions
involving the
Partnership from time to time, including potential transactions involving
their respective
ownership interests in DCP Midstream, potential transactions involving
the acquisition of all
of the Public Common Units and potential transactions involving the
acquisition of third
parties or their assets. Please expand this section to discuss these
alternative plans and
the reasons for their rejection. See Item 7 of Schedule 13E-3 and
Item 1013(b) of
Regulation M-A.
2. We note the disclosure
that on August 17, 2022, Phillips 66 sent a proposal to the GP
Vanessa Allen Sutherland
FirstName LastNameVanessa Allen Sutherland
DCP Midstream, LP
Comapany
April NameDCP Midstream, LP
17, 2023
April 217, 2023 Page 2
Page
FirstName LastName
Board setting forth certain proposed terms regarding the Merger,
including the cash
purchase price of $34.75 per Common Unit. However, Phillips 66 did not
file an
amended Schedule 13D until August 26, 2022. In your response letter,
please provide
your legal analysis as to how this filing was made promptly, as
required by Rule 13d-2(a).
3. Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require
a filing person
to summarize in considerable detail any reports, whether oral or
written, received from a
third party and materially related to this transaction. We note the
references to
presentations by Evercore during the course of entering into this
Merger Agreement. See,
for example, the references in this section to meetings on November
23, 2022, November
30, 2022, December 21, 2022 and December 31, 2022. To the extent that
any reports are
duplicative or are simply updates of earlier presentations, your
disclosure may summarize
the material differences only. For these and any other meetings
between the Special
Committee and its financial advisor, summarize the substance of the
presentations or
reports and file any written materials provided as exhibits to the
Schedule 13E-3.
Unaudited Financial Projections of the Partnership, page 31
4. Expand the discussion of the material assumptions underlying the
projections to more
specifically describe the assumptions used in generating them and to
avoid generalities.
For example, revise the reference to "other general business, market
and financial
assumptions" on page 33 to specifically describe what management of
the Partnership
assumed. Similarly, explain what "volumes and rates on the
Partnership's assets" form the
basis for these projections (see page 32).
Opinion of Evercore Financial Advisor to the Special Committee, page 37
5. We note the disclosure that "Evercore's opinion should not be
construed as creating any
fiduciary duty on Evercore's part to any party " (Similar language
appears in the
Summary Term Sheet section at the beginning of the information
statement). We further
note the following language on page 3 of Evercore's opinion included
as Annex B: "Our
financial advisory services and this opinion are provided for the
information and benefit of
the Special Committee (in its capacity as such) in connection with its
evaluation of the
proposed Merger" and the opinion may not be "relied upon by, any third
party." Please
delete this language in the information statement and the attachment.
Alternatively, revise
to disclose the legal basis for Evercore's and the Partnership's
belief that security holders
cannot rely on the opinion to bring state law actions, including a
description of any state
law authority on such a defense. If no such authority exists, disclose
that this issue will be
resolved by a court, resolution of this issue will have no effect on
rights and
responsibilities of the Partnership under state law, and the
availability of the defense will
have no effect on the rights and responsibilities of either Evercore
or the Partnership under
the federal securities laws.
Precedent M&A Transaction Analysis, page 42
Vanessa Allen Sutherland
FirstName LastNameVanessa Allen Sutherland
DCP Midstream, LP
Comapany
April NameDCP Midstream, LP
17, 2023
April 317, 2023 Page 3
Page
FirstName LastName
6. On pages 42 and 43, revise to briefly explain how Evercore selected
the comparable
transactions, rather than only stating that such transactions involved
"assets that Evercore
deemed to have certain characteristics that are similar to those of
the Partnership."
Summary of Barclays Discussion Materials, page 48
7. Expand the discussion of the Barclays materials to include a more
in-depth discussion
of the analysis performed and the results yielded, and to explain how
Barclays considered
each. See Item 1015(b) of Regulation M-A. Your revised disclosure
should include a
reasonably detailed summary of the Barclays Discussion Materials filed
as Exhibits
99(c)(15) and (16) to the Schedule 13E-3.
Purposes and Reasons of the Phillips 66 Filing Parties for the Merger, page 51
8. We note your disclosure that [t]he Phillips 66 Filing Parties have
undertaken to pursue
the Merger at this time for the same reasons that they are pursuing
the Merger more
generally. Please state with specificity why the Phillips 66 Filings
Parties determined to
pursue the Merger now as opposed to at any other time. See Item
1013(c) of Regulation
M-A.
Financing of the Merger, page 56
9. We note your disclosure that Phillips 66 expects to fund [the
Merger] from a
combination of cash on hand and proceeds from newly issued debt
securities or
borrowings under new or existing credit facilities. In your
response letter, please confirm
that you intend to amend the information statement to include the
disclosure required by
Item 1007(d) of Regulation M-A and, if applicable, will file the
credit facility as an
exhibit to your Schedule 13E-3. See Item 1016(b) of Regulation M-A.
Information Concerning the Partnership, page 78
10. Please revise to provide the summary financial statements required by
Item 1010(c) of
Regulation M-A in the information statement. See Instruction 1 to Item
13 of Schedule
13E-3.
General
11. Please explain why you have not included Phillips 66 Company as a
filer on the Schedule
13E-3. We note that Phillips 66 Company is a borrower on the line of
credit to be used in
part to finance the Merger, and Phillips 66 Company also controls PDI.
Alternatively,
include Phillips 66 Company as a filer and revise the disclosure in
the information
statement to provide all of the information required by Schedule 13E-3
as to that new
entity (to the extent that it is not already there).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Vanessa Allen Sutherland
DCP Midstream, LP
April 17, 2023
Page 4
Please direct any questions to Christina Chalk at 202-551-3263 or Blake
Grady at 202-
551-8573.
FirstName LastNameVanessa Allen Sutherland Sincerely,
Comapany NameDCP Midstream, LP
Division of
Corporation Finance
April 17, 2023 Page 4 Office of Mergers &
Acquisitions
FirstName LastName