Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 19, 2022, pursuant to the terms of the previously disclosed Agreement
and Plan of Merger (the "Merger Agreement") by and among Shell USA, Inc., a
Delaware corporation ("Parent"), Shell Midstream LP Holdings LLC, a Delaware
limited liability company and indirect wholly owned subsidiary of Parent
("Holdings"), Semisonic Enterprises LLC, a Delaware limited liability company
and indirect wholly owned subsidiary of Parent ("Merger Sub"), Shell Midstream
Partners, L.P., a Delaware limited partnership (the "Partnership"), and Shell
Midstream Partners GP LLC, a Delaware limited liability company and the general
partner of the Partnership (the "General Partner"), Merger Sub merged with and
into the Partnership (the "Merger"), with the Partnership surviving and
continuing to exist as a Delaware limited partnership.
At the effective time of the Merger (the "Effective Time"), the Partnership
became an indirect, wholly owned subsidiary of Parent. Pursuant to the terms and
conditions of the Merger Agreement, at the Effective Time each common unit
issued and outstanding representing limited partner interests in the Partnership
("Common Units") other than Common Units owned immediately prior to the
Effective Time by Parent and its affiliates, including Holdings ("Public Common
Units"), was converted into the right to receive $15.85 per Public Common Unit
in cash, without any interest thereon ("Merger Consideration"). In connection
with the Merger, (i) the General Partner's non-economic general partner interest
in the Partnership and (ii) the Common Units owned by Parent and its affiliates,
including Holdings, and the Series A perpetual convertible preferred units
("Preferred Units") were not cancelled, were not converted into and did not
entitle the holder thereof to receive Merger Consideration and remained
outstanding following the Merger as a non-economic general partner interest in
the Partnership, Common Units and Preferred Units, respectively.
The Merger Agreement is filed as Exhibit 2.1 to the Partnership's Current Report
on Form 8-K filed with the Securities and Exchange Commission ("SEC") on
July 25, 2022, which agreement is incorporated herein by reference. The
foregoing summary of the Merger Agreement has been included to provide investors
and securityholders with information regarding the terms of the Merger Agreement
and is qualified in its entirety by the terms and conditions of the Merger
Agreement. It is not intended to provide any other factual information about
Parent, the Partnership or their respective subsidiaries and affiliates.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated herein by reference into this Item 3.01.
In connection with the closing of the Merger, the Partnership notified the New
York Stock Exchange ("NYSE") that (i) the Merger had been consummated and
(ii) requested that NYSE (x) suspend trading of the Common Units prior to market
open on October 19, 2022, (y) withdraw the Common Units from listing on the NYSE
and (z) file with the SEC a Form 25 notification of Removal from Listing and/or
Registration to delist and deregister the Common Units under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Partnership intends to file a certification on Form 15 under the Exchange Act
with the SEC requesting the deregistration of the Common Units under
Section 12(g) of the Exchange Act and the suspension of the Partnership's
reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01 and Item 5.02 of this Current
Report on Form 8-K is incorporated herein by reference into this Item 3.03.
At the Effective Time, holders of Public Common Units ceased to have any rights
as unitholders of the Partnership, other than the right to receive Merger
Consideration in accordance with the Merger Agreement.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated herein by reference into this Item 5.02.
In connection with the consummation of the Merger, as of October 19, 2022, Rob
L. Jones, James J. Bender and Carlos A. Fierro resigned from their respective
roles as members of the Board of Directors of the General Partner (the "GP
Board"). The decision of each of Rob L. Jones, James J. Bender and Carlos A.
Fierro to resign as a member of the GP Board was not the result of any
disagreement with the General Partner or the Partnership on any matter relating
to the operations, policies or practices of the General Partner or the
Partnership.
Item 7.01 Regulation FD Disclosure.
Parent and the Partnership issued a joint press release on October 19, 2022
announcing, among other things, the closing of the Merger. A copy of the press
release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated into this Item 7.01 by reference.
The information provided in this Item 7.01 (including the press release
furnished as Exhibit 99.1) shall be deemed "furnished" and shall not be deemed
"filed" for the purposes of Section 18 of the Exchange Act, nor shall it be
incorporated by reference in any filing made by the Partnership pursuant to
the Securities Act of 1933, as amended, except to the extent that such filing
incorporates by reference any or all of such information by express reference
thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
2.1 Agreement and Plan of Merger, dated July 25, 2022, by and among by
and among Shell USA Inc., Semisonic Enterprises LLC, Shell Midstream
LP Holdings LLC, Shell Midstream Partners GP LLC and Shell Midstream
Partners, L.P. (filed as Exhibit 2.1 to the Registrant's Current
Report on Form 8-K on July 25, 2022 and incorporated herein by
reference).
99.1 Press Release dated October 19, 2022.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101).
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