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.

104         Cover Page Interactive Data File - the cover page interactive data
            file does not appear in the Interactive Data File because its XBRL
            tags are embedded within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses