Phillips 66 (PSX) said Thursday its subsidiary has entered into a definitive agreement to divest a 65% interest in its German and Austrian retail marketing business.

A consortium owned by subsidiaries of Energy Equation Partners and Stonepeak will acquire the majority interest, while Phillips 66 will retain a non-operated 35% interest in the business via a newly-formed joint venture, the company said.

Phillips 66 said the deal values the German and Austrian retail marketing business at an enterprise value of 2.5 billion euros ($2.8 billion) and that it expects pre-tax cash proceeds of 1.5 billion euros. The company said it plans to use the proceeds to reduce debt and for shareholder returns.

The deal is slated to close in H2, subject to customary closing conditions, including regulatory approvals.