View:
United States securities and exchange commission logo
May 2, 2023
Vanessa Allen Sutherland
General Counsel and Corporate Secretary
DCP Midstream, LP
2331 CityWest Blvd.
Houston, Texas 77042
Re: DCP Midstream, LP
Amended Schedule
13E-3 filed April 28, 2023
File No. 005-81287
Amended Schedule
14C filed April 28, 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 have the same meaning as in the information
statement.
Amended Schedule 13E-3 filed April 28, 2023
Background of the Merger, page 14
1. We reissue our prior
comment 1. In this respect, we note your response that "Phillips 66
was unable to pursue
the purposes of the Merger" until the closing of the DCP Midstream
Transaction, and
therefore discussions between Phillips 66 and Enbridge prior to
the closing of the DCP
Midstream Transaction regarding potential transactions involving
the Partnership could
not relate to alternative means to accomplish the purposes of the
Merger. However, you
disclose on page 52 that the "Phillips 66 Filing Parties purposes
and reasons for the
Merger include ... Phillips 66 s belief that, by increasing Phillips 66 s
economic interest in
the Partnership, the Merger will drive value for Phillips 66 s
stockholders." It
appears that, prior to the closing of the DCP Midstream Transaction,
Phillips 66 could have
discussed with Enbridge increasing Phillips 66's economic interest
Vanessa Allen Sutherland
DCP Midstream, LP
May 2, 2023
Page 2
in the Partnership, among other alternative means to accomplish the
stated purposes of the
Merger. Please revise or advise.
2. While we do not necessarily agree with the analysis and conclusion set
forth in your response to comment 2 of our April 17, 2023 letter, we
will not issue further
comments on this specific matter at this time.
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.
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
May 2, 2023 Page 2 Office of
Mergers & Acquisitions
FirstName LastName