Shell Pipeline Company LP completed the acquisition of the remaining 31.5% stake in Shell Midstream Partners, L.P..
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.