SEC Comment Letter 0000000000-23-004520 to DCP Midstream, LP (CIK 0001338065)
DCP Midstream, LP (CIK 0001338065)
Date: May 2, 2023 · CIK: 0001338065 · Accession: 0000000000-23-004520
AI Filing Summary & Sentiment
File numbers found in text: 001-32678
Letter
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
FirstName LastNameVanessa Allen Sutherland Comapany NameDCP Midstream, LP May 2, 2023 Page 2 FirstName LastName 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. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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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
FirstName LastNameVanessa Allen Sutherland
Comapany NameDCP Midstream, LP
May 2, 2023 Page 2
FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions