SHLX Shell Midstream Partners LP

On October 19, 2022, pursuant to the terms of the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) by and among Shell USA, Inc., a Delaware corporation (“Parent”), Shell Midstream LP Holdings LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent (“Holdings”), Semisonic Enterprises LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent (“Merger Sub”), Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), and Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Merger Sub merged with and into the Partnership (the “Merger”), with the Partnership surviving and continuing to exist as a Delaware limited partnership.

At the effective time of the Merger (the “Effective Time”), the Partnership became an indirect, wholly owned subsidiary of Parent. Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time each common unit issued and outstanding representing limited partner interests in the Partnership (“Common Units”) other than Common Units owned immediately prior to the Effective Time by Parent and its affiliates, including Holdings (“Public Common Units”), was converted into the right to receive $15.85 per Public Common Unit in cash, without any interest thereon (“Merger Consideration”). In connection with the Merger, (i) the General Partner’s non-economic general partner interest in the Partnership and (ii) the Common Units owned by Parent and its affiliates, including Holdings, and the Series A perpetual convertible preferred units (“Preferred Units”) were not cancelled, were not converted into and did not entitle the holder thereof to receive Merger Consideration and remained outstanding following the Merger as a non-economic general partner interest in the Partnership, Common Units and Preferred Units, respectively.

The Merger Agreement is filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 25, 2022, which agreement is incorporated herein by reference. The foregoing summary of the Merger Agreement has been included to provide investors and securityholders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about Parent, the Partnership or their respective subsidiaries and affiliates.