Current Report Filing (8-k)
November 28 2017 - 3:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 22, 2017
Shell Midstream Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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1-36710
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46-5223743
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Shell Plaza
150 N. Dairy Ashford
Houston, Texas
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77079
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (832)
337-2034
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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Purchase and Sale Agreement
On November 22, 2017, Shell Midstream Partners, L.P. (the Partnership) and Shell Midstream Operating LLC (Operating Company and
together with the Partnership, the Purchasers) entered into a purchase and sale agreement (Purchase Agreement) with Shell Pipeline Company LP (SPLC) and Equilon Enterprises LLC d/b/a Shell Oil Products US
(SOPUS and together with SPLC, the Sellers), each a wholly owned subsidiary of Royal Dutch Shell plc, to acquire the following interests for $825.0 million: (i) 22.9% of the issued and outstanding membership interests in
Mars Oil Pipeline Company LLC, (ii) 10.0% of the issued and outstanding common stock of Explorer Pipeline Company, and (iii) 41.48% of the issued and outstanding membership interests in LOCAP LLC, from SPLC, and (iv) 22.0% of the
issued and outstanding membership in Odyssey Pipeline L.L.C. and (v) 100% of the issued and outstanding membership interests in Triton West LLC, from SOPUS (collectively, the November 2017 Acquisition).
The Partnership expects to fund the November 2017 Acquisition with borrowings under existing and new credit facilities with Shell Treasury Center (West) Inc.
The November 2017 Acquisition is expected to close on or about December 1, 2017, subject to customary closing conditions.
The Purchase Agreement
contains customary representations, warranties and covenants of the Sellers and the Purchasers. The Sellers, on the one hand, and the Purchasers, on the other hand, have agreed to indemnify each other and their respective affiliates, officers,
directors and other representatives against certain losses resulting from any breach of their representations, warranties or covenants contained in the Purchase Agreement, subject to certain limitations and survival periods.
As of November 22, 2017, SPLCs wholly owned subsidiary, Shell Midstream LP Holdings LLC, owned 88,950,136 common units in the Partnership,
representing an aggregate 46.4% limited partner interest. SPLC also owned a 100% interest in Shell Midstream Partners GP LLC, the general partner (the General Partner) of the Partnership, which in turn owned 3,832,293 general partner
units, representing a 2% general partner interest, and all of the incentive distribution rights in the Partnership. The terms of the November 2017 Acquisition were approved by the board of directors of the General Partner (the Board) and
by the conflicts committee of the Board, which consists entirely of independent directors. The conflicts committee engaged an independent financial advisor and legal counsel.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure.
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On November 28, 2017, the Partnership issued a press release announcing
the entry into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The
information provided in this Item 7.01 (including the exhibits referenced therein) 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, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SHELL MIDSTREAM PARTNERS, L.P.
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By:
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Shell Midstream Partners GP LLC,
its general
partner
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By:
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/s/ Lori M. Muratta
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Lori M. Muratta
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Vice President, General Counsel and Secretary
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Date: November 28, 2017
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