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Baker Botts Represents Evercore as Financial Advisors to the Conflicts Committee of the Board of Directors of DCP Midstream GP, LLC in Combination of DCP Midstream, LLC and DCP Midstream Partners, LP

Deal Description: January 4, 2017 - DCP Midstream, LLC (Midstream), a 50/50 joint venture between Phillips 66 and Spectra Energy (Owners), and DCP Midstream Partners, LP (NYSE:DPM), today announced that they have signed and closed a transaction combining all of the assets and debt of Midstream with DPM (Transaction), simplifying the corporate structure and creating the largest natural gas liquids (NGL) producer and gas processor in the United States. On January 23, 2017, the combined company will be renamed DCP Midstream, LP and the New York Stock Exchange stock ticker symbol will be changed to “DCP”. 

Under terms of the Transaction, Midstream has contributed subsidiaries owning all of its assets to DPM, plus $424 million of cash, in exchange for approximately 31.1 million DPM units ($1.125 billion) and DPM assuming $3.15 billion of Midstream debt, for an estimated transaction multiple of approximately eight times based on current commodity strip prices. The cash proceeds of $424 million contributed to DPM will be used to repay its revolver, fund its growth projects or prefund repayment of DPM debt maturing in December 2017. The Owners have retained their 50/50 joint ownership of DCP Midstream, LLC, which owns the incentive distribution rights (IDRs) and 38 percent of the outstanding DPM general and limited partner units. The terms of the Transaction were unanimously approved by the Board of Directors of DCP Midstream and DCP Midstream Partners based on the unanimous approval and recommendation of the Conflicts Committee, which is comprised of independent directors. 

Evercore acted as the exclusive financial advisor to the Conflicts Committee of the Board of Directors of DCP Midstream GP, LLC, the General Partner of DCP Midstream GP, LP, the General Partner of DCP Midstream Partners, LP, with respect to the Transaction. 

Baker Botts was counsel to Evercore as financial advisor to the Conflicts Committee of the Board of Directors of DCP Midstream GP, LLC 

Baker Botts Lawyers/Office Involved: Hillary Holmes (Partner, Houston) and Sarah Dodson (Associate, Houston) 

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