AGREEMENT AND PLAN OF MERGER by and among PHILLIPS 66, PHILLIPS 66 PROJECT DEVELOPMENT INC., DYNAMO MERGER SUB LLC, DCP MIDSTREAM, LP, DCP MIDSTREAM GP, LP and DCP MIDSTREAM GP, LLC January 5, 2023Agreement and Plan of Merger • January 6th, 2023 • Phillips 66 • Petroleum refining • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 5, 2023 (this “Agreement”), is entered into by and among Phillips 66, a Delaware corporation (“Parent”), Phillips 66 Project Development Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“PDI”), Dynamo Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of PDI (“Merger Sub”), DCP Midstream, LP, a Delaware limited partnership (the “Partnership”), DCP Midstream GP, LP, a Delaware limited partnership and the general partner of the Partnership (the “General Partner”), and DCP Midstream GP, LLC, a Delaware limited liability company and the general partner of the General Partner (“DCP GP LLC”). Certain capitalized terms used in this Agreement are defined in Article I.
