Item 1.01 Entry into a Material Definitive Agreement.
2021 Ten Year Fixed Facility
On March 16, 2021, Shell Midstream Partners, L.P. (the "Partnership") and Shell
Treasury Center (West) Inc. ("STCW"), an affiliate of the Partnership, entered
into a ten-year fixed rate credit facility with a borrowing capacity of
$600 million (the "2021 Ten Year Fixed Facility"). The 2021 Ten Year Fixed
Facility bears an interest rate of 2.96% per annum and matures on March 16,
2031. There was no issuance fee associated with the 2021 Ten Year Fixed
Facility. The 2021 Ten Year Fixed Facility contains customary representations,
warranties, covenants and events of default, the occurrence of which would
permit the lender to accelerate the maturity date of amounts borrowed under the
2021 Ten Year Fixed Facility. The 2021 Ten Year Fixed Facility will be fully
drawn on or about March 23, 2021 and the borrowings will be used to repay the
borrowings under, and replace, the Partnership's five-year fixed rate facility
with STCW due March 1, 2022 (the "Five Year Fixed Facility"). In consideration
for STCW's consent to the early prepayment of the Five Year Fixed Facility, the
Partnership incurred a payment of $1.7 million, which will be paid on or about
March 23, 2021. The Five Year Fixed Facility will automatically terminate in
connection with the early prepayment.
The foregoing description is not complete and is qualified in its entirety by
reference to the full text of the 2021 Ten Year Fixed Facility, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 regarding the 2021 Ten Year Fixed
Facility is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
10.1 Shell Midstream Partners, L.P. Loan Facility Agreement, dated
March 16, 2021, between Shell Midstream Partners, L.P., as the
Borrower, and Shell Treasury Center (West) Inc., as the Lender.
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