Shell USA and Shell Midstream in Merger Deal Valued at $1.96bn

(Shell USA, 25.Jul.2022) — Shell USA, Inc. and Shell Midstream Partners, L.P. (NYSE: SHLX) (“SHLX”) announced they have executed a definitive agreement and plan of merger pursuant to which Shell USA will acquire all of the common units representing limited partner interests in SHLX held by the public at $15.85 per Public Common Unit in cash for a total value of approximately $1.96bn. A subsidiary of Shell USA currently owns 269,457,304 SHLX common units, or approximately 68.5% of SHLX common units.

SHLX’s assets include interests in entities that own crude oil and refined products pipelines and terminals that serve as key infrastructure to transport onshore and offshore crude oil production to U.S. Gulf Coast and Midwest refining markets and deliver refined products from those markets to major demand centers, as well as storage tanks and financing receivables that are secured by pipelines, storage tanks, docks, truck and rail racks and other infrastructure used to stage and transport intermediate and finished products. Its assets also include interests in entities that own natural gas and refinery gas pipelines that transport offshore natural gas to market hubs and deliver refinery gas from refineries and plants to chemical sites along the U.S. Gulf Coast.

The Board of Directors of Shell Midstream Partners GP LLC, the general partner of SHLX (the “SHLX Board”), delegated to a conflicts committee of the SHLX Board (the “Conflicts Committee”), consisting solely of independent directors, the review, evaluation, negotiation and determination of whether to approve and to recommend that the SHLX Board approve the Transaction. The Conflicts Committee, after evaluating the Transaction in consultation with its independent legal and financial advisors, unanimously approved and recommended that the SHLX Board approve the Transaction. Following receipt of the recommendation of the Conflicts Committee, the SHLX Board reviewed the terms of the Transaction and the Merger Agreement, and unanimously approved the Transaction.

The Transaction is expected to close in the fourth quarter of 2022, subject to customary closing conditions. A subsidiary of Shell USA, as the holder of a majority of the outstanding SHLX common units, has delivered its consent to approve the Transaction concurrently with the execution of the Merger Agreement. As a result, SHLX has not solicited and is not soliciting approval of the Transaction by any other holders of SHLX common units. 

Advisors

Barclays Capital Inc. and Evercore Group L.L.C. acted as financial advisors to Shell USA; Baker Botts L.L.P. acted as Shell USA’s legal counsel, and Richards, Layton & Finger, PA acted as special Delaware counsel to Shell USA on the Transaction. Intrepid Partners, LLC acted as financial advisor to the Conflicts Committee and Gibson, Dunn & Crutcher LLP acted as the Conflicts Committee’s legal counsel on the Transaction.

Editor Note

In line with the International Accounting Standard (IAS) 7:17, for Shell this Transaction will be reflected as an outflow of cash of financing activities (CFFF). Should this full Transaction complete, the net debt of Shell will increase by up to the value of the Transaction, all else being equal.

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