Announcement • Oct 20

+ 1 more update

Shell Pipeline Company LP completed the acquisition of the remaining 31.5% stake in Shell Midstream Partners, L.P. (NYSE:SHLX).

Shell Pipeline Company LP made a non-binding offer to acquire the remaining 31.5% stake in Shell Midstream Partners, L.P. (NYSE:SHLX) for $1.6 billion on February 11, 2022. As per the terms of the transaction, Shell Pipeline Company shall acquire the remaining stake in Shell Midstream Partners at $12.89 per common unit in cash. Shell Pipeline Company LP entered into a definitive agreement to acquire the remaining 31.5% stake in Shell Midstream Partners, L.P. for approximately $2 billion on July 25, 2022. As part of the definitive agreement, Shell Pipeline will acquire remaining 31.5% stake in Shell Midstream at $15.85 per Public Common Unit in cash for a total value of approximately $1.96 billion. The Common Units owned by Shell Pipeline Company and the Series A perpetual convertible preferred units (“Preferred Units”) shall not be cancelled, shall not be converted into or entitle the holder thereof to receive the merger consideration and shall remain outstanding following the merger as a non-economic general partner interest in Shell Midstream Partners, Common Units and Preferred Units, respectively. Shell Pipeline currently owns 269,457,304 SHLX common units, or approximately 68.5% of SHLX common units. Shell Pipeline Company sources of immediately available funds sufficient to consummate the merger and to pay all amounts required to be paid in connection with the transactions contemplated by this agreement, including the merger consideration. The transaction is subject to the approval of the Board of Directors of Shell Midstream Partners, the negotiation of a definitive agreement concerning the transaction, approval of holder of a majority of the voting power of the outstanding limited partner interests and subject to customary closing conditions. Following receipt of the recommendation of the Conflicts Committee, the SHLX Board unanimously approved the transaction. As a result, SHLX has not solicited and is not soliciting approval of the transaction by any other holders of SHLX common units. The transaction is expected to close in the fourth quarter of 2022. Nelson Mabry of Barclays Capital Inc. and Robert Pacha, Dan Ward, Kevin Putman, Julian Talley, Derek Aguirre, Wilson Darby, Luke Abbattista and Julia Gwozdz of Evercore Group L.L.C. acted as financial advisors to Shell Pipeline Company. Richards, Layton & Finger, PA acted as special Delaware counsel and Joshua Davidson and Jamie Yarbrough of Baker Botts L.L.P. acted as legal advisors to Shell Pipeline Company. Skip McGee, John Nesland and Greg Sommer of Intrepid Partners, LLC acted as financial advisor and Hillary H. Holmes and Tull Florey of Gibson, Dunn & Crutcher LLP acted as legal advisors to conflicts committee of Shell Midstream Partners. Intrepid Partners, LLC acted as Fairness Opinion provider to conflicts committee of Shell Midstream Partners. Intrepid Partners, LLC received an opinion fee of $1 million and financial advisory fee of $2 million. Shell Pipeline Company LP completed the acquisition of the remaining 31.5% stake in Shell Midstream Partners, L.P. (NYSE:SHLX) on October 19, 2022. Shell Midstream Partners will no longer be listed on the New York Stock Exchange, and it will cease to be a publicly traded company. Rob L. Jones, James J. Bender and Carlos A. Fierro resigned from their respective roles as members of the Board of Directors of Shell Midstream Partners.

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Shell Pipeline Company LP completed the acquisition of the remaining 31.5% stake in Shell Midstream Partners, L.P. (NYSE:SHLX).

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