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Exhibit (c)(16)

 

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Exhibit (c)(16) Project Dynamo Negotiation Summary January 3, 2023    


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Negotiation Summary Key Events ï,— On August 17, 2022, Phillips 66 (PSX) offered to acquire all outstanding publicly held common units of DCP Midstream, LP (DCP) for $34.75 per common unit in cashï,¡ The DCP Board of Directors subsequently authorized the Conflicts Committee to review and negotiate the transactionï,¡ The Conflicts Committee hired Evercore Group L.L.C. as financial advisorï,— On September 22, 2022, Evercore provided DCP management with its initial information request listï,¡ Due diligence process was initiated on that dateï,— On September 29, 2022, DCP management conducted a management presentation to the DCP Conflicts Committee and its advisorsï,— On October 10, 2022, projected financial forecast and estimated incremental efficiencies were provided to Evercoreï,— Between November 2, 2022 and December 22, 2022, the DCP Conflicts Committee and PSX exchanged proposals ï,— On December 31, 2022, PSX and the DCP Conflicts Committee agreed to PSX’s final counteroffer of $41.75 per common unit in cash Summary of Proposals Offer Price Implied Premium to DCP Unit Price as of: DCP Closing Price Proposal (1) Proposal Date (Previous Day) Offer Price 8/17/22 11/2/22 11/11/22 11/23/22 11/28/22 12/1/22 12/6/22 12/14/22 12/16/22 12/17/22 12/19/22 12/19/22 12/22/22 12/31/22 Initial PSX Offer 8/17/22 $34.75 (1) $34.75—N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 1st DCP CC Counter 11/2/22 $39.14 $49.00 41.0% 25.2% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 1st PSX Counter 11/11/22 $39.49 $38.25 10.1% (2.3%) (3.1%) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 2nd DCP CC Counter 11/23/22 $38.49 $47.25 36.0% 20.7% 19.7% 22.8% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 2nd PSX Counter 11/28/22 $39.00 $39.25 12.9% 0.3% (0.6%) 2.0% 0.6% N/A N/A N/A N/A N/A N/A N/A N/A N/A 3rd DCP CC Counter 12/1/22 $39.34 $46.25 33.1% 18.2% 17.1% 20.2% 18.6% 17.6% N/A N/A N/A N/A N/A N/A N/A N/A 3rd PSX Counter 12/6/22 $39.27 $39.75 14.4% 1.6% 0.7% 3.3% 1.9% 1.0% 1.2% N/A N/A N/A N/A N/A N/A N/A 4th DCP CC Counter 12/14/22 $39.09 $44.75 28.8% 14.3% 13.3% 16.3% 14.7% 13.8% 14.0% 14.5% N/A N/A N/A N/A N/A N/A 4th PSX Counter 12/16/22 $38.12 $40.50 16.5% 3.5% 2.6% 5.2% 3.8% 2.9% 3.1% 3.6% 6.2% N/A N/A N/A N/A N/A 5th DCP CC Counter 12/17/22 $38.74 $43.25 24.5% 10.5% 9.5% 12.4% 10.9% 9.9% 10.1% 10.6% 13.5% 11.6% N/A N/A N/A N/A 5th PSX Counter 12/19/22 $38.74 $41.00 18.0% 4.8% 3.8% 6.5% 5.1% 4.2% 4.4% 4.9% 7.6% 5.8% 5.8% N/A N/A N/A 6th DCP CC Counter 12/19/22 $38.31 (1) $42.75 23.0% 9.2% 8.3% 11.1% 9.6% 8.7% 8.9% 9.4% 12.1% 10.4% 10.4% 11.6% N/A N/A 6th PSX Counter 12/22/22 $38.31 $41.75 20.1% 6.7% 5.7% 8.5% 7.1% 6.1% 6.3% 6.8% 9.5% 7.8% 7.8% 9.0% 9.0% N/A Final Agreement 12/31/22 $38.79 $41.75 20.1% 6.7% 5.7% 8.5% 7.1% 6.1% 6.3% 6.8% 9.5% 7.8% 7.8% 9.0% 9.0% 7.6% Source: Factset as of 12/30/2022. 1. Reflects same-day, undisturbed closing price (offer made after market close). 1


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Selected Meeting Overview Meeting Detail Meeting Date Attendees DCP Forecast Model Discussion 9/26/2022 PSX, DCP, Barclays PSX, DCP, Barclays, Bracewell, Initial Management Presentation 9/29/2022 Evercore, Conflicts Committee DCP Forecast Model Discussion 10/6/2022 PSX, DCP, Barclays PSX, DCP, Barclays, Bracewell, Evercore Diligence Call 10/24/2022 Evercore Barclays / Evercore Input Discussion 11/6/2022 Barclays, Evercore PSX, DCP, Barclays, Bracewell, Evercore Discussion with DCP Management 11/21/2022 Evercore 2


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DCP | Purchase Price Ratio Analysis Purchase Price Ratio Analysis ($ in millions, except per share data) PSX SQ DCP SQ Initial 1st PSX 2nd PSX 3rd PSX 4th PSX 5th PSX 6th PSX Final 6th DCP CC 5th DCP CC 4th DCP CC 3rd DCP CC 2nd DCP CC 1st DCP CC Offer Counter Counter Counter Counter Counter Counter Agreement Counter Counter Counter Counter Counter Counter 9/30/22 12/31/22 (8/17/22) (11/11/22) (11/28/22) (12/6/22) (12/16/22) (12/19/22) (12/22/22) (12/31/22) (12/19/22) (12/17/22) (12/14/22) (12/1/22) (11/23/22) (11/2/22) Price as of 12/30/22 $104.08 $38.79 $34.75 $38.25 $39.25 $39.75 $40.50 $41.00 $41.75 $41.75 $42.75 $43.25 $44.75 $46.25 $47.25 $49.00 Premium / (Discount) to Undisturbed Price (8/17/22) 15.8% $89.87 11.6% $34.75—10.1% 12.9% 14.4% 16.5% 18.0% 20.1% 20.1% 23.0% 24.5% 28.8% 33.1% 36.0% 41.0% Premium / (Discount) to 52-Week High (8.3%) $113.53 (3.6%) $40.23 (13.6%) (4.9%) (2.4%) (1.2%) 0.7% 1.9% 3.8% 3.8% 6.3% 7.5% 11.2% 15.0% 17.4% 21.8% Premium / (Discount) to 52-Week VWAP 15.6% $90.04 10.3% $35.15 (1.1%) 8.8% 11.7% 13.1% 15.2% 16.6% 18.8% 18.8% 21.6% 23.0% 27.3% 31.6% 34.4% 39.4% Premium / (Discount) to Median Analyst Target Price (13.3%) $120.00 (13.8%) $45.00 (22.8%) (15.0%) (12.8%) (11.7%) (10.0%) (8.9%) (7.2%) (7.2%) (5.0%) (3.9%) (0.6%) 2.8% 5.0% 8.9% Common Shares / Units Outstanding 478.1 208.4 208.4 208.4 208.4 208.4 208.4 208.4 208.4 208.4 208.4 208.4 208.4 208.4 208.4 208.4 Total Equity Value $49,764 $8,084 $7,242 $7,971 $8,180 $8,284 $8,440 $8,544 $8,701 $8,701 $8,909 $9,013 $9,326 $9,638 $9,847 $10,211 Total Debt 17,804 5,331 5,331 5,331 5,331 5,331 5,331 5,331 5,331 5,331 5,331 5,331 5,331 5,331 5,331 5,331 Preferred Equity—271 271 271 271 271 271 271 271 271 271 271 271 271 271 271 Non-Controlling Interest 5,076 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25 Cash (3,744) — — — — — — ——Enterprise Value $68,900 $13,711 $12,869 $13,598 $13,807 $13,911 $14,067 $14,171 $14,328 $14,328 $14,536 $14,640 $14,953 $15,265 $15,474 $15,839 Public Units Oustanding 90.6 90.6 90.6 90.6 90.6 90.6 90.6 90.6 90.6 90.6 90.6 90.6 90.6 90.6 90.6 Total Value of Public Units $3,515 $3,149 $3,466 $3,556 $3,602 $3,670 $3,715 $3,783 $3,783 $3,874 $3,919 $4,055 $4,191 $4,281 $4,440 Implied Exchange Ratio 0.373x 0.334x 0.368x 0.377x 0.382x 0.389x 0.394x 0.401x 0.401x 0.411x 0.416x 0.430x 0.444x 0.454x 0.471x Enterprise Value as a Multiple of: Data Data Adj. EBITDA 2022E $9,671 7.1x $1,749 7.8x 7.4x 7.8x 7.9x 8.0x 8.0x 8.1x 8.2x 8.2x 8.3x 8.4x 8.5x 8.7x 8.8x 9.1x 2023E $8,096 8.5x $1,698 8.1x 7.6x 8.0x 8.1x 8.2x 8.3x 8.3x 8.4x 8.4x 8.6x 8.6x 8.8x 9.0x 9.1x 9.3x 2024E $8,185 8.4x $1,578 8.7x 8.2x 8.6x 8.8x 8.8x 8.9x 9.0x 9.1x 9.1x 9.2x 9.3x 9.5x 9.7x 9.8x 10.0x Yield Analysis: Levered Free Cash Flow 2022E $12.72 12.2% $3.04 7.8% 8.7% 7.9% 7.7% 7.6% 7.5% 7.4% 7.3% 7.3% 7.1% 7.0% 6.8% 6.6% 6.4% 6.2% 2023E $9.62 9.2% $3.60 9.3% 10.4% 9.4% 9.2% 9.1% 8.9% 8.8% 8.6% 8.6% 8.4% 8.3% 8.1% 7.8% 7.6% 7.4% 2024E $9.58 9.2% $3.59 9.3% 10.3% 9.4% 9.1% 9.0% 8.9% 8.8% 8.6% 8.6% 8.4% 8.3% 8.0% 7.8% 7.6% 7.3% Dividends LQA $3.88 3.7% $1.72 4.4% 4.9% 4.5% 4.4% 4.3% 4.2% 4.2% 4.1% 4.1% 4.0% 4.0% 3.8% 3.7% 3.6% 3.5% 2022E $3.75 3.6% $1.68 4.3% 4.8% 4.4% 4.3% 4.2% 4.1% 4.1% 4.0% 4.0% 3.9% 3.9% 3.8% 3.6% 3.6% 3.4% 2023E $3.90 3.7% $1.72 4.4% 4.9% 4.5% 4.4% 4.3% 4.2% 4.2% 4.1% 4.1% 4.0% 4.0% 3.8% 3.7% 3.6% 3.5% 2024E $4.13 4.0% $1.72 4.4% 4.9% 4.5% 4.4% 4.3% 4.2% 4.2% 4.1% 4.1% 4.0% 4.0% 3.8% 3.7% 3.6% 3.5% Leverage Total Debt / Adj. EBITDA 2022E $9,671 1.8x $1,749 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 2023E $8,096 2.2x $1,698 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 2024E $8,185 2.2x $1,578 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x Net Debt / Adj. EBITDA 2022E $9,671 1.5x $1,749 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 2023E $8,096 1.7x $1,698 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 3.1x 2024E $8,185 1.7x $1,578 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x 3.4x Source: DCP projections and 12/31/22 balance sheet per DCP Management, provided 10/10/2022. PSX projections per Bloomberg consensus estimates as of 6/15/2022. Market data as of 12/30/2022. 3


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