Shell USA and Shell Midstream to merge

Shell USA Inc. and Shell Midstream Partners LP have executed a definitive agreement and plan of merger, and the transaction that is expected to close in the fourth quarter.

Shell USA Inc. and Shell Midstream Partners LP (SHLX) have executed a definitive agreement and plan of merger.

Shell USA will acquire all of the common units representing limited partner interests in SHLX held by the public at $15.85 per public common unit in cash for a total value of approximately $1.96 billion. A subsidiary of Shell USA currently owns 269,457,304 SHLX common units, or approximately 68.5% of SHLX common units.

SHLX’s assets include interests in entities that own crude oil and refined products pipelines and terminals that serve as key infrastructure to transport onshore and offshore crude oil production to US Gulf Coast and Midwest refining markets and deliver refined products from those markets to major demand centers, as well as storage tanks and financing receivables that are secured by pipelines, storage tanks, docks, truck and rail racks and other infrastructure used to stage and transport intermediate and finished products. Its assets also include interests in entities that own natural gas and refinery gas pipelines that transport offshore natural gas to market hubs and deliver refinery gas from refineries and plants to chemical sites along the US Gulf Coast.The SHLX board reviewed the terms of the transaction and the merger agreement, and it unanimously approved the transaction. A subsidiary of Shell USA, as the holder of a majority of the outstanding SHLX common units, has delivered its consent to approve the transaction concurrently with the execution of the merger agreement.The transaction is expected to close in fourth-quarter 2022.