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Phillips 66 sells 65% of its fuel retail operations in Germany and Austria

Under pressure from investor Elliott, Phillips 66 sells a majority stake in its European fuel station subsidiary for $2.8bn in a move to streamline its portfolio.

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U.S. oil company Phillips 66 announced the sale of 65% of its fuel distribution division in Germany and Austria to a consortium led by Energy Equation Partners and Stonepeak. The deal values the entire business at $2.8bn and includes a network of 970 fuel stations, 843 of which operate under the JET brand.

The divestment comes as the Houston-based company faces increasing pressure from Elliott Investment Management, which holds a $2.5bn stake and is demanding strategic redirection and a reshuffle of the board. Phillips 66, which will retain a 35% non-operating interest in the newly created joint venture, expects the transaction to close in the second half of 2025.

Strategic refocus under activist pressure

Elliott Investment Management is pushing for significant changes at Phillips 66, including the potential sale of its midstream assets. The activist fund is supported in this effort by proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis, which have recommended that shareholders approve Elliott’s board nominees ahead of the upcoming annual general meeting on May 21.

In this context, Phillips 66 plans to allocate approximately $1.6bn in pre-tax proceeds from the sale toward debt reduction and shareholder returns. This approach may increase current investor backing for the proposed governance overhaul.

Ongoing operational ties with Karlsruhe refinery

Alongside the divestment, Phillips 66 will continue supplying fuel to the station network from its MiRO refinery located in Karlsruhe, Germany, under a multi-year agreement. The refinery primarily produces transportation fuels, petrochemical feedstocks, and home heating oil.

The transaction enables Phillips 66 to lower its direct exposure to retail operations in Europe while maintaining a commercial position through supply agreements. The company has not commented on the potential impact of the deal on staffing levels or its other international operations.

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