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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Shell Midstream Partners L.P. - Unit
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36710 SHELL MIDSTREAM PARTNERS, L.P. (Exact name of registrant as specif |
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| October 19, 2022 |
SHELL USA, INC. COMPLETES ACQUISITON OF SHELL MIDSTREAM PARTNERS, L.P. Exhibit 99.1 SHELL USA, INC. COMPLETES ACQUISITON OF SHELL MIDSTREAM PARTNERS, L.P. HOUSTON, October 19, 2022 ? Shell USA, Inc. (?Shell USA?) and Shell Midstream Partners, L.P. (NYSE: SHLX) (?SHLX?) today announced the completion of the transactions contemplated by the previously announced agreement and plan of merger, pursuant to which Shell USA acquired all of the common units representing limit |
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| October 19, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 31, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 19, 2022 |
SHLX / Shell Midstream Partners LP / Shell Pipeline Co LP - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 7)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634 101 (CUSIP Number) Lori M. Muratta 150 N. Dairy Ashford Houston, Texas 77079 Telephone: (832) 337-2034 (Name, Addre |
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| October 19, 2022 |
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): October 19, 2022 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or o |
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| October 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Shell Midstream Partners, L.P. (Name of the Issuer) SHELL MIDSTREAM PARTNERS, L.P. SHELL MIDSTREAM PARTNERS GP LLC SEMISONIC ENTERPRISES LLC SHELL MIDSTREAM LP HOLDINGS LLC SHELL USA, INC. (Name of Perso |
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| October 19, 2022 |
Exhibit N Executive Officers of Shell Pipeline Company LP Name Principal Occupation Citizenship Steven C. |
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| October 19, 2022 |
Exhibit A Joint Filing Statement We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. |
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| October 19, 2022 |
As filed with the Securities and Exchange Commission on October 19, 2022 As filed with the Securities and Exchange Commission on October 19, 2022 Registration No. |
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| September 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Shell Midstream Partners, L.P. (Name of the Issuer) SHELL MIDSTREAM PARTNERS, L.P. SHELL MIDSTREAM PARTNERS GP LLC SEMISONIC ENTERPRISES LLC SHELL MIDSTREAM LP HOLDINGS LLC SHELL USA, INC. (Name of Perso |
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| September 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement Shell |
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| September 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Shell Midstream Partners, L.P. (Name of the Issuer) SHELL MIDSTREAM PARTNERS, L.P. SHELL MIDSTREAM PARTNERS GP LLC SEMISONIC ENTERPRISES LLC SHELL MIDSTREAM LP HOLDINGS LLC SHELL USA, INC. (Name of Perso |
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| September 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Informati |
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| September 12, 2022 |
SHELL MIDSTREAM PARTNERS, L.P. 150 N. Dairy Ashford Rd. Houston, Texas 77079 SHELL MIDSTREAM PARTNERS, L.P. 150 N. Dairy Ashford Rd. Houston, Texas 77079 September 12, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Daniel Duchovny Re: Shell Midstream Partners, L.P. Schedule 13E-3 filed by Shell Midstream Partners, L.P., Shell Midstre |
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| August 17, 2022 |
Delaware Revised Uniform Limited Partnership Act Exhibit (f)(2) Delaware Revised Uniform Limited Partnership Act Delaware Code Title 6 ? 17-212: Unless otherwise provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division, no appraisal rights shall be available with respect to a partnership interest or another interest in a limited partnership, including in connection with any amendmen |
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| August 17, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement Shell |
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| August 17, 2022 |
Exhibit (h) CALCULATION OF FILING FEE TABLES Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $1,962,740,893(1) 0. |
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| August 17, 2022 |
EX-99.C9 Exhibit (c)(9) PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PRESENTATION TO THE INDEPENDENT DIRECTORS OF SHELL MIDSTREAM PARTNERS GP LLC July 11, 2022 Historical and Projected Financial Summary | Adjusted 6/15/22 Forecast Consolidated Asset EBITDA + Equity Distributions ($mm) Total Distributable Cash Flow ($mm) ’22E - ’26E CAGR: 1.3% ’22E - ’26E CAGR: 1.3% $828 $ |
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| August 17, 2022 |
Exhibit (c)(6) PRELIMINARY WORKING DRAFT ? SUBJECT TO FURTHER REVIEW AND MODIFICATION PROJECT GREEN DISCUSSION MATERIALS May 6, 2022 Implied Premiums and Valuation Metrics at Various Unit Prices Shell Midstream 2/11 4/21 4/29 CC 4/14 CC ($mm, unless per unit data) Prop. |
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| August 17, 2022 |
Exhibit (c)(5) PRELIMINARY WORKING DRAFT ? SUBJECT TO FURTHER REVIEW AND MODIFICATION PRESENTATION TO THE INDEPENDENT DIRECTORS OF SHELL MIDSTREAM PARTNERS GP LLC April 25, 2022 Volume (000) SHLX Trading Analysis Since Initial Proposal Price Performance and Volume Since Initial Proposal Cumulative Price Performance Since Initial Proposal SHLX Perf. |
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| August 17, 2022 |
EX-99.C2 Exhibit (c)(2) PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PROJECT GREEN DISCUSSION MATERIALS March 8, 2022 Preliminary Near-term Timeline and Next Steps th Week of March 7 : § Committee, GD and IFP meeting to discuss initial observations on the Proposal § Meeting with Shell/SHLX to review the Proposal and commence due diligence; establish VDR protocol and follo |
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| August 17, 2022 |
CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Shell Midstream Partners, L. |
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| August 17, 2022 |
Exhibit (c)(7) PRELIMINARY WORKING DRAFT ? SUBJECT TO FURTHER REVIEW AND MODIFICATION PRESENTATION TO THE INDEPENDENT DIRECTORS OF SHELL MIDSTREAM PARTNERS GP LLC June 16, 2022 SHLX Forecast Comparison 6/15/22 Forecast vs. |
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| August 17, 2022 |
Table of Contents I. Transaction Summary 2 II. Transaction Analysis 7 1 Exhibit (c)(10) PRESENTATION TO THE INDEPENDENT DIRECTORS OF SHELL MIDSTREAM PARTNERS GP LLC July 25, 2022 Table of Contents I. |
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| August 17, 2022 |
Exhibit (c)(3) PRELIMINARY WORKING DRAFT ? SUBJECT TO FURTHER REVIEW AND MODIFICATION PRESENTATION TO THE INDEPENDENT DIRECTORS OF SHELL MIDSTREAM PARTNERS GP LLC March 28, 2022 Table of Contents I. |
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| August 17, 2022 |
Exhibit (c)(4) PRELIMINARY WORKING DRAFT ? SUBJECT TO FURTHER REVIEW AND MODIFICATION PRESENTATION TO THE INDEPENDENT DIRECTORS OF SHELL MIDSTREAM PARTNERS GP LLC April 12, 2022 Table of Contents I. |
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| August 17, 2022 |
Exhibit (c)(8) PRELIMINARY WORKING DRAFT ? SUBJECT TO FURTHER REVIEW AND MODIFICATION PRESENTATION TO THE INDEPENDENT DIRECTORS OF SHELL MIDSTREAM PARTNERS GP LLC June 28, 2022 Projection Case Comparison Summary of financial data received on April 8 versus updated financial data received on June 15 Consolidated Asset EBITDA + Equity Distributions ($mm) DCF Cash Costs ($mm) $828 $136 $822 $135 $134 |
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| August 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Shell Midstream Partners, L.P. (Name of the Issuer) SHELL MIDSTREAM PARTNERS, L.P. SHELL MIDSTREAM PARTNERS GP LLC SEMISONIC ENTERPRISES LLC SHELL MIDSTREAM LP HOLDINGS LLC SHELL USA, INC. (Name of Persons Filing Statemen |
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| July 28, 2022 |
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): July 28, 2022 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| July 28, 2022 |
exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. 2nd QUARTER 2022 UNAUDITED RESULTS ? The Partnership reported $148 million of net income attributable to the Partnership, $184 million of net cash provided by operating activities, $191 million of adjusted EBITDA attributable to the Partnership and $164 million of cash available for distribution. ? Second quarter distribution of $0.30 per common unit, co |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mids |
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| July 25, 2022 |
SHLX / Shell Midstream Partners LP / Shell Pipeline Co LP - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 6)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634 101 (CUSIP Number) Lori M. Muratta 150 N. Dairy Ashford Houston, Texas 77079 Telephone: (832) 337-2034 (Name, Addre |
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| July 25, 2022 |
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): July 25, 2022 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| July 25, 2022 |
SHELL USA, INC. AND SHELL MIDSTREAM PARTNERS, L.P. REACHED A DEFINITIVE MERGER AGREEMENT Exhibit 99.1 July 25, 2022 at 3:30 PM, CST ? Global Distribution, Joint Announcement SHELL USA, INC. AND SHELL MIDSTREAM PARTNERS, L.P. REACHED A DEFINITIVE MERGER AGREEMENT HOUSTON ? Shell USA, Inc. (?Shell USA?) and Shell Midstream Partners, L.P. (NYSE: SHLX) (?SHLX?) today announced they have executed a definitive agreement and plan of merger (the ?Merger Agreement,? and the transactions contem |
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| July 25, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among SHELL USA, INC., SEMISONIC ENTERPRISES LLC, SHELL MIDSTREAM LP HOLDINGS LLC, SHELL MIDSTREAM PARTNERS GP LLC, and SHELL MIDSTREAM PARTNERS, L.P. July 25, 2022 Table of Contents Page ARTICLE I DEFINED TERMS; CONSTRUCTION 3 Section 1.1 Definitions 3 Section 1.2 Interpretation 10 ARTICLE II THE MERGER 11 Section 2.1 The Merger an |
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| June 27, 2022 |
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): June 22, 2022 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mid |
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| April 29, 2022 |
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): April 28, 2022 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or org |
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| April 29, 2022 |
Exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. 1st QUARTER 2022 UNAUDITED RESULTS ? The Partnership reported $158 million of net income attributable to the Partnership, $157 million of net cash provided by operating activities, $182 million of adjusted EBITDA attributable to the Partnership and $157 million of cash available for distribution. ? First quarter distribution of $0.30 per common unit, con |
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| March 29, 2022 |
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): March 24, 2022 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or org |
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| March 22, 2022 |
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): March 21, 2022 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or org |
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| February 24, 2022 |
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4.1 Description of Common Units The following description of the common units representing limited partner interests (?common units?) in Shell Midstream Partners, L.P., a Delaware limited partnership (the ?partnership? or, as the context requires, ?we,? ?us? or ?our?), is a summary and is subject to, and qualified in its entirety by, reference to the provisions of our Second Amended and Re |
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| February 24, 2022 |
Exhibit 21 Subsidiaries of Shell Midstream Partners, L.P. Subsidiaries State of Organization Odyssey Pipeline L.L.C. Delaware Pecten Midstream LLC Delaware Shell Midstream Operating LLC Delaware Sand Dollar Pipeline LLC Delaware Triton West LLC Delaware Zydeco Pipeline Company LLC Delaware Joint Ventures State of Organization Percentage of Ownership Interest Amberjack Pipeline Company LLC - Series |
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| February 24, 2022 |
SHELL MIDSTREAM PARTNERS, L.P. 4th QUARTER 2021 UNAUDITED RESULTS ? The Partnership reported $104 million of net income attributable to the Partnership, $123 million of net cash provided by operating activities, $167 million of adjusted EBITDA attributable to the Partnership and $142 million of cash available for distribution. ? Fourth quarter distribution of $0.3000 per common unit, consistent wi |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Midstrea |
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| February 24, 2022 |
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): February 24, 2022 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| February 24, 2022 |
Exhibit 99.2 AMBERJACK PIPELINE COMPANY LLC Table of Contents Report of Independent Auditors 2 Balance Sheets 4 Statements of Income 5 Statements of Members? Capital 6 Statements of Cash Flows 7 Notes to Financial Statements 8 to 19 1 Report of Independent Auditors To the Management Committee and Members Amberjack Pipeline Company LLC Opinion We have audited the financial statements of Amberjack P |
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| February 24, 2022 |
Exhibit 99.1 MARS OIL PIPELINE COMPANY LLC Table of Contents Report of Independent Auditors 2 Balance Sheets 4 Statements of Income 5 Statements of Members? Capital 6 Statements of Cash Flows 7 Notes to Financial Statements 8 to 18 1 Report of Independent Auditors To the Management Committee and Members Mars Oil Pipeline Company LLC Opinion We have audited the financial statements of Mars Oil Pipe |
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| February 14, 2022 |
Shell Midstream Partners, L.P. Receives Offer For Remaining Units From Shell Pipeline Company L.P. Exhibit 99.1 Shell Midstream Partners, L.P. Receives Offer For Remaining Units From Shell Pipeline Company L.P. February 11, 2022 HOUSTON, Feb. 11, 2022 /PRNewswire/ ? Shell Midstream Partners, L.P. (NYSE: SHLX) (?SHLX? or the ?Partnership?) announces that it has received a non-binding, preliminary proposal letter from Shell Pipeline Company LP (?SPLC?) to acquire all of the Partnership?s issued a |
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| February 14, 2022 |
Financial Statements and Exhibits, Other Events 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): February 11, 2022 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| February 11, 2022 |
Exhibit N Executive Officers of Shell Pipeline Company LP Name Principal Occupation Citizenship Steven C. |
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| February 11, 2022 |
SHLX / Shell Midstream Partners LP / Shell Pipeline Co LP - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634 101 (CUSIP Number) Lori M. Muratta 150 N. Dairy Ashford Houston, Texas 77079 Telephone: (832) 337-2034 (Name, Addre |
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| December 21, 2021 |
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): December 17, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| November 1, 2021 |
As filed with the Securities and Exchange Commission on November 1, 2021 Table of Contents As filed with the Securities and Exchange Commission on November 1, 2021 Registration No. |
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| October 29, 2021 |
Exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. 3rd QUARTER 2021 UNAUDITED RESULTS ? The Partnership reported $127 million of net income attributable to the Partnership, $138 million of net cash provided by operating activities, $145 million of adjusted EBITDA attributable to the Partnership and $122 million of cash available for distribution. ? Third quarter distribution of $0.30 per common unit, con |
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| October 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell |
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| October 29, 2021 |
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): October 29, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or o |
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| October 5, 2021 |
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): October 4, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or or |
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| September 27, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): September 27, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| September 27, 2021 |
Exhibit 99.1 Shell Midstream Partners, L.P. Expected Net Income Impact Due to Hurricane Ida September 27, 2021 Shell Midstream Partners, L.P. (NYSE:SHLX) (?Shell Midstream Partners? or the ?Partnership?) today announced that it expects outages and repairs related to Hurricane Ida to have an impact to both net income and cash available for distribution of approximately $45 to $55 million for the th |
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| September 2, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 2, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| September 2, 2021 |
Exhibit 99.1 September 02, 2021 Shell Midstream Partners, L.P. (NYSE:SHLX) (?Shell Midstream Partners? or the ?Partnership?) and Shell Pipeline Company, L.P. are currently working to perform Hurricane Ida impact assessments on all of their owned or operated assets in the Gulf of Mexico and onshore Louisiana. Following initial high-level assessments, the Partnership can report the following at this |
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| July 30, 2021 |
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): July 30, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| July 30, 2021 |
Exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. 2nd QUARTER 2021 UNAUDITED RESULTS ? The Partnership reported $162 million of net income attributable to the Partnership, $185 million of net cash provided by operating activities, $207 million of adjusted EBITDA attributable to the Partnership and $186 million of cash available for distribution. ? Second quarter distribution reset to $0.30 per common un |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mids |
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| June 22, 2021 |
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): June 18, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| June 21, 2021 |
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): June 18, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| June 15, 2021 |
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): June 14, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| April 30, 2021 |
Sale and Purchase Agreement, dated as of April 28, 2021, between Triton West LLC and Exhibit 10.1 SALE AND PURCHASE AGREEMENT BETWEEN TRITON WEST LLC AND SHELL PIPELINE COMPANY LP April 28, 2021 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 4 Article II SALE AND PURCHASE, CONSIDERATION AND CLOSING 4 Section 2.1 Sale and Purchase 4 Section 2.2 Consideration 4 Section 2.3 Closing 5 Section 2.4 Withholding Rights 6 Section 2.5 Tax Alloca |
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| April 30, 2021 |
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): April 30, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or org |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mid |
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| April 30, 2021 |
Exhibit 10.2 TERMINATION OF VOTING AGREEMENT THIS TERMINATION OF VOTING AGREEMENT (this ?Termination Agreement?) is entered into as of April 28, 2021 to be effective as of May 1, 2021 (the ?Termination Date?), by and between SHELL MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (the ?Partnership?), and SHELL PIPELINE COMPANY LP, a Delaware limited partnership (?SPLC?). The Partnership and |
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| April 30, 2021 |
Exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. 1st QUARTER 2021 UNAUDITED RESULTS ? The Partnership reported $163 million of net income attributable to the Partnership, $166 million of net cash provided by operating activities, $201 million of adjusted EBITDA attributable to the Partnership and $173 million of cash available for distribution. ? First quarter distribution of $0.46 per common unit, con |
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| March 25, 2021 |
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): March 23, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or org |
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| March 18, 2021 |
Exhibit 10.1 LOAN FACILITY AGREEMENT This loan facility agreement (this ?Agreement?) is dated March 16, 2021 BETWEEN (1) Shell Midstream Partners, L.P., a limited partnership organised under the laws of the State of Delaware in the United States of America with its registered office at Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, USA (the ?Borrower??); and (2) Shell T |
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| March 18, 2021 |
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): March 16, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or org |
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| February 23, 2021 |
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4.1 Description of Common Units The following description of the common units representing limited partner interests (?common units?) in Shell Midstream Partners, L.P., a Delaware limited partnership (the ?partnership? or, as the context requires, ?we,? ?us? or ?our?), is a summary and is subject to, and qualified in its entirety by, reference to the provisions of our Second Amended and Re |
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| February 23, 2021 |
Exhibit 21 Subsidiaries of Shell Midstream Partners, L.P. Subsidiaries State of Organization Odyssey Pipeline L.L.C. Delaware Pecten Midstream LLC Delaware Shell Midstream Operating LLC Delaware Sand Dollar Pipeline LLC Delaware Triton West LLC Delaware Zydeco Pipeline Company LLC Delaware Joint Ventures State of Organization Percentage of Ownership Interest Amberjack Pipeline Company LLC - Series |
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| February 23, 2021 |
Financial Statements of Mars Oil Pipeline Company LLC for the three years ended December 31, 20 Exhibit 99.1 MARS OIL PIPELINE COMPANY LLC Table of Contents Report of Independent Auditors 2 Balance Sheets 3 Statements of Income 4 Statements of Members? Capital 5 Statements of Cash Flows 6 Notes to Financial Statements 7 1 Report of Independent Auditors To the Management Committee and Members Mars Oil Pipeline Company LLC We have audited the accompanying financial statements of Mars Oil Pipel |
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| February 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Midstrea |
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| February 23, 2021 |
Exhibit 99.2 AMBERJACK PIPELINE COMPANY LLC Table of Contents Report of Independent Auditors 2 Balance Sheets 3 Statements of Income 4 Statements of Members? Capital 5 Statements of Cash Flows 6 Notes to Financial Statements 7 1 Report of Independent Auditors To the Management Committee and Members Amberjack Pipeline Company LLC We have audited the accompanying financial statements of Amberjack Pi |
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| February 19, 2021 |
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): February 16, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| February 19, 2021 |
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): February 19, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| February 19, 2021 |
SHELL MIDSTREAM PARTNERS, L.P. 4th QUARTER 2020 UNAUDITED RESULTS • The Partnership reported $129 million of net income attributable to the Partnership, $147 million of net cash provided by operating activities, $188 million of adjusted EBITDA attributable to the Partnership and $162 million of cash available for distribution. • Fourth quarter distribution of $0.4600 per common unit, consistent wi |
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| February 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. NINE)* Shell Midstream Partners LP (Name of Issuer) Common units representing limited partner interests (Title of Class of Securities) 822634101 (CUSIP Number |
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| January 21, 2021 |
EX-99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Names Steve Ledbetter as Next CEO Houston, Jan. 21, 2021 (GLOBE NEWSWIRE) — Shell Midstream Partners, L.P. (NYSE: SHLX) announced today that after a distinguished 29 year career with Royal Dutch Shell plc (“Shell”), Kevin Nichols will retire as President and Chief Executive Officer of Shell Midstream Partners GP LLC, the general partner of SHLX, |
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| January 21, 2021 |
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): January 18, 2021 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or o |
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| December 16, 2020 |
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): December 15, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| October 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell |
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| October 30, 2020 |
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): October 30, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or o |
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| October 30, 2020 |
Exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. 3rd QUARTER 2020 UNAUDITED RESULTS • The Partnership reported $135 million of net income attributable to the Partnership, $149 million of net cash provided by operating activities, $191 million of adjusted EBITDA attributable to the Partnership and $163 million of cash available for distribution. • Third quarter distribution of $0.46 per common unit, con |
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| October 16, 2020 |
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): October 14, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or o |
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| July 31, 2020 |
Exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. 2nd QUARTER 2020 UNAUDITED RESULTS • The Partnership reported $141 million of net income attributable to the Partnership, $192 million of net cash provided by operating activities, $192 million of adjusted EBITDA attributable to the Partnership and $163 million of cash available for distribution. • Second quarter distribution of $0.46 per common unit, co |
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| July 31, 2020 |
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): July 31, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| July 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mids |
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| July 31, 2020 |
SHELL MIDSTREAM PARTNERS, L.P. ANNOUNCES APPOINTMENT OF NEW VP, OPERATIONS OF ITS GENERAL PARTNER EX-99.1 Exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. ANNOUNCES APPOINTMENT OF NEW VP, OPERATIONS OF ITS GENERAL PARTNER HOUSTON, July 31, 2020 – Shell Midstream Partners, L.P. (NYSE: SHLX) (the “Partnership”) is pleased to announce the appointment of Jesse C. H. Stanley as Vice President, Operations of its general partner, Shell Midstream Partners GP LLC. Ms. Stanley is taking over the role from Mr |
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| July 31, 2020 |
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): July 31, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| May 15, 2020 |
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): May 11, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or organ |
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| May 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mid |
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| May 7, 2020 |
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): May 7, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or organi |
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| May 7, 2020 |
Exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. 1st QUARTER 2020 UNAUDITED RESULTS • The Partnership reported $138 million of net income attributable to the Partnership, $162 million of net cash provided by operating activities, $196 million of adjusted EBITDA attributable to the Partnership and $170 million of cash available for distribution. • First quarter distribution of $0.46 per common unit, con |
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| April 24, 2020 |
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): April 21, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or org |
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| April 2, 2020 |
EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. A Delaware Limited Partnership Dated as of April 1, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Construction 21 ARTICLE II ORGANIZATION 21 Section 2.1 Formation 21 Section 2.2 Name 21 Section 2.3 Registered Office; Registered Agent; Princip |
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| April 2, 2020 |
SHLX / Shell Midstream Partners LP / Shell Pipeline Co LP - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634 101 (CUSIP Number) Lori M. Muratta 150 N. Dairy Ashford Houston, Texas 77079 Telephone: (832) 337-2034 (Na |
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| April 2, 2020 |
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): April 1, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| April 2, 2020 |
EX-99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Closes on Previously Announced Transactions and Announces Updated Guidance HOUSTON, April 2, 2020 – Shell Midstream Partners, L.P. (NYSE: SHLX) (the “Partnership” or “SHLX”) today announced that on April 1, 2020 it closed the transactions contemplated by the previously announced Restructuring Agreement with its general partner to eliminate all in |
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| March 5, 2020 |
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): March 2, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| February 28, 2020 |
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): February 28, 2020 (February 27, 2020) Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction |
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| February 28, 2020 |
EX-99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Announces Elimination of Incentive Distribution Rights and Agrees to Acquire Additional Assets from Shell HOUSTON, February 28, 2020 – Today, Shell Midstream Partners, L.P. (NYSE: SHLX) (the “Partnership” or “SHLX”) announced it has signed an agreement with its general partner to eliminate all incentive distribution rights (“IDRs”) and economic g |
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| February 28, 2020 |
EX-10.2 3 d854295dex102.htm EX-10.2 Exhibit 10.2 PARTNERSHIP INTERESTS RESTRUCTURING AGREEMENT This PARTNERSHIP INTERESTS RESTRUCTURING AGREEMENT (this “Agreement”), dated as of February 27, 2020 (the “Execution Date”), is entered into by and between Shell Midstream Partners, L.P., a Delaware limited partnership (“SHLX”), and Shell Midstream Partners GP LLC, a Delaware limited liability company an |
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| February 28, 2020 |
EX-10.1 Exhibit 10.1 PURCHASE AND SALE AGREEMENT dated as of February 27, 2020, by and among SHELL PIPELINE COMPANY LP, SHELL GOM PIPELINE COMPANY LLC, SHELL CHEMICAL LP, EQUILON ENTERPRISES LLC d/b/a SHELL OIL PRODUCTS US, SHELL MIDSTREAM PARTNERS, L.P. and TRITON WEST LLC TABLE OF CONTENTS Article I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Construction 12 Article II CONVEYANCE AND CLO |
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| February 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 20, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction |
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| February 20, 2020 |
Financial Statements of Mars Oil Pipeline Company LLC for the three years ended December 31, 201 Exhibit 99.1 MARS OIL PIPELINE COMPANY LLC Financial Statements Years Ended December 31, 2019, 2018 and 2017 Table of Contents Report of Independent Auditors 2 Balance Sheets 3 Statements of Income 4 Statements of Members’ Capital 5 Statements of Cash Flows 6 Notes to Financial Statements 7 1 Report of Independent Auditors To the Management Committee and Members Mars Oil Pipeline Company LLC We ha |
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| February 20, 2020 |
(audited) pursuant to Rule 3-09 of Regulation S-X (17 CFR 210.3-09) Exhibit 99.2 AMBERJACK PIPELINE COMPANY LLC Financial Statements Years Ended December 31, 2019 and 2018 Table of Contents Report of Independent Auditors 2 Balance Sheets 3 Statements of Income 4 Statements of Members’ Capital 5 Statements of Cash Flows 6 Notes to Financial Statements 7 1 Report of Independent Auditors To the Management Committee and Members Amberjack Pipeline Company LLC We have a |
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| February 20, 2020 |
Exhibit 21 Subsidiaries of Shell Midstream Partners, L.P. Subsidiaries State of Organization Odyssey Pipeline L.L.C. Delaware Pecten Midstream LLC Delaware Shell Midstream Operating LLC Delaware Sand Dollar Pipeline LLC Delaware Triton West LLC Delaware Zydeco Pipeline Company LLC Delaware Joint Ventures State of Organization Percentage of Ownership Interest Amberjack Pipeline Company LLC - Series |
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| February 20, 2020 |
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4.1 Description of Common Units The following description of the common units representing limited partner interests (“common units”) in Shell Midstream Partners, L.P., a Delaware limited partnership (the “partnership” or, as the context requires, “we,” “us” or “our”), is a summary and is subject to, and qualified in its entirety by, reference to the provisions of our First Amended and Res |
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| February 20, 2020 |
SHELL MIDSTREAM PARTNERS, L.P. 4th QUARTER 2019 UNAUDITED RESULTS • The Partnership reported $140 million of net income attributable to the Partnership, $139 million of net cash provided by operating activities, $187 million of adjusted EBITDA attributable to the Partnership and $164 million of cash available for distribution. • Fourth quarter distribution of $0.4600 per common unit, up 3.4% from |
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| February 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Midstrea |
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| February 20, 2020 |
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): February 20, 2020 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| February 14, 2020 |
SHLX / Shell Midstream Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. EIGHT )* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634101 (CUSIP N |
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| February 7, 2020 |
SHLX / Shell Midstream Partners LP / ALPS ADVISORS INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 822634101 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| November 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell |
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| October 31, 2019 |
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): October 31, 2019 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or o |
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| October 31, 2019 |
EX-99 2 a2019q3exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 SHELL MIDSTREAM PARTNERS, L.P. 3rd QUARTER 2019 UNAUDITED RESULTS • The Partnership reported $141 million of net income attributable to the partnership, $175 million of net cash provided by operating activities, $186 million of adjusted EBITDA attributable to the partnership and $153 million of cash available for distribution. • Third quarter |
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| August 2, 2019 |
EX-10 2 a2019q2-ex103.htm EX-10.3 Exhibit 10.3 REVOLVING LOAN FACILITY AGREEMENT This revolving loan facility agreement is dated 6th August 2019 BETWEEN (1) ZYDECO PIPELINE COMPANY LLC, a limited liability company incorporated in the United States of America, with its registered office at The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801, USA (the "Borrower"); and (2) SHELL T |
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| August 2, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mids |
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| August 1, 2019 |
Exhibit 99.1 • The Partnership reported $115 million of net income attributable to the partnership, $133 million of net cash provided by operating activities, $187 million of adjusted EBITDA attributable to the partnership and $162 million of cash available for distribution. • Second quarter distribution of $0.430 per common unit, up 3.6% from previous quarter, which supports the partnership's int |
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| August 1, 2019 |
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): August 1, 2019 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or org |
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| June 28, 2019 |
EX-99.3 Exhibit 99.3 Consolidated Financial Statements and Report of Independent Certified Public Accountants EXPLORER PIPELINE COMPANY AND SUBSIDIARY December 31, 2018 Contents Report of Independent Certified Public Accountants 1 Consolidated balance sheet 3 Consolidated statement of income and retained earnings 4 Consolidated statement of comprehensive income 5 Consolidated statement of cash flo |
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| June 28, 2019 |
EX-99.1 Exhibit 99.1 Colonial Pipeline Company Consolidated Financial Statements Year Ended December 31, 2018 Contents Report of Independent Auditors 1 Consolidated Financial Statements Consolidated Balance Sheet 2 Consolidated Statement of Income 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Stockholders’ Deficiency 6 Consolidated Statement of Cash Flows 7 Notes to |
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| June 28, 2019 |
EX-99.2 Exhibit 99.2 Colonial Pipeline Company INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTH PERIODS ENDED MARCH 31, 2019 AND 2018 (Unaudited) Colonial Pipeline Company Interim Condensed Consolidated Balance Sheets (Unaudited) March 31, 2019 December 31, 2018 Assets Current assets Cash and cash equivalents $ 200,142,180 $ 159,046,497 Short-term investments 25,524,974 25,362,032 A |
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| June 28, 2019 |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS EX-99.5 Exhibit 99.5 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Background The unaudited pro forma consolidated financial statements of Shell Midstream Partners, L.P. (“we,” “us,” “our” or “the Partnership”) as of and for the three months ended March 31, 2019 and for the year ended December 31, 2018 are based upon our historical audited and unaudited financial statements. On June 4, 201 |
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| June 28, 2019 |
Financial Statements and Exhibits 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 4, 2019 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction |
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| June 28, 2019 |
EX-99.4 Exhibit 99.4 Condensed Consolidated Interim Financial Statements EXPLORER PIPELINE COMPANY AND SUBSIDIARY As of March 31, 2019 and for the three months ended March 31, 2019 and 2018 EXPLORER PIPELINE COMPANY AND SUBSIDIARY Condensed consolidated interim balance sheets (unaudited) March 31, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 13,457,360 $ 2,568,353 Acco |
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| June 17, 2019 |
SC 13D Amendment No. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634 101 (CUSIP Number) Lori M. Muratta 150 N. Dairy Ashford Houston, Texas 77079 Telephone: (832 |
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| June 17, 2019 |
EX-99.A Exhibit A Information about the Reporting Persons Shell Pipeline Company LP Name Title Citizenship / State of Organization Shell Pipeline GP LLC General Partner of Shell Pipeline Company LP Delaware Alton G. Smith President United States Shawn J. Carsten Vice President - Finance United States Preston J. McGlory Vice President - Tax United States Steven C. Ledbetter Vice President United St |
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| June 6, 2019 |
8-K 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): June 4, 2019 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporation) (Comm |
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| June 6, 2019 |
EX-10.1 Exhibit 10.1 LOAN FACILITY AGREEMENT This loan facility agreement (this “Agreement”) is dated June 4, 2019 BETWEEN (1) Shell Midstream Partners, L.P., a limited partnership organised under the laws of the State of Delaware in the United States of America with its registered office at Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, USA (the “Borrower’’); and (2) S |
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| May 13, 2019 |
8-K 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): May 10, 2019 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporation) (Comm |
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| May 13, 2019 |
EX-10.1 Exhibit 10.1 Execution Copy CONTRIBUTION AGREEMENT dated as of May 10, 2019, by and among SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P. and SHELL MIDSTREAM OPERATING LLC TABLE OF CONTENTS Article I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Construction 9 Article II CONVEYANCE AND CLOSING 9 Section 2.1 Conveyance 9 Section 2.2 Consideration 9 Section 2.3 Closing 10 Sec |
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| May 13, 2019 |
EX-99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Announces Agreement to Acquire Additional Interests in Explorer and Colonial Pipelines Houston, May 13, 2019 (GLOBE NEWSWIRE) — Shell Midstream Partners, L.P. (NYSE: SHLX) announced today that it has entered into an agreement to acquire Shell’s 25.97% equity interest in Explorer Pipeline Company (Explorer) and 10.125% equity interest in Colonial |
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| May 3, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mid |
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| May 2, 2019 |
Exhibit 99.1 • The Partnership reported $132 million of net income attributable to the partnership, $150 million of net cash provided by operating activities, $170 million of adjusted EBITDA attributable to the partnership and $140 million of cash available for distribution. • First quarter distribution of $0.415 per common unit, up 3.75% from previous quarter, which supports the partnership's int |
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| May 2, 2019 |
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): May 2, 2019 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or organi |
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| March 7, 2019 |
EX-99.1 2 d704940dex991.htm EX-99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Names Paul Goodfellow as Chairman of The Board, Brenda Stout Named as Board Member Houston, March 7, 2019 (GLOBE NEWSWIRE) — Shell Midstream Partners, L.P. (NYSE: SHLX) announced today that Paul Goodfellow has been named Chairman of the Board of Directors of Shell Midstream Partners GP LLC, Shell Midstream Partners, L. |
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| March 7, 2019 |
8-K 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): March 5, 2019 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporation) (Com |
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| February 21, 2019 |
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): February 21, 2019 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or |
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| February 21, 2019 |
• The Partnership reported $141.1 million of net income attributable to the partnership, $140.8 million of net cash provided by operating activities, $178.7 million of adjusted EBITDA attributable to the partnership and $156.1 million of cash available for distribution. • Fourth quarter distribution of $0.400 per common unit, up 4.7% from the previous quarter, which meets the partnership’s previou |
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| February 21, 2019 |
years ended December 31, 2018 (audited) pursuant to Rule 3-09 of Regulation S-X (17 CFR 210.3-09) Exhibit 99.1 MARS OIL PIPELINE COMPANY LLC Financial Statements Years Ended December 31, 2018, 2017 and 2016 Table of Contents Report of Independent Auditors 2 Balance Sheets 3 Statements of Income 4 Statements of Members' Capital 5 Statements of Cash Flows 6 Notes to Financial Statements 7-16 1 Exhibit 99.1 Report of Independent Auditors To the Management Committee and Members Mars Oil Pipeline C |
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| February 21, 2019 |
ended December 31, 2018 (audited) pursuant to Rule 3-09 of Regulation S-X (17 CFR 210.3-09) Exhibit 99.2 AMBERJACK PIPELINE COMPANY LLC Financial Statements December 31, 2018 Index Report of Independent Auditors 2 Balance Sheet 3 Statement of Income 4 Statement of Members' Capital 5 Statement of Cash Flows 6 Notes to Financial Statements 7-13 1 Exhibit 99.2 Report of Independent Auditors To the Management Committee and Members Amberjack Pipeline Company LLC We have audited the accompanyi |
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| February 21, 2019 |
Exhibit 21 Subsidiaries of Shell Midstream Partners, L.P. Subsidiaries State of Organization Odyssey Pipeline L.L.C. Delaware Pecten Midstream LLC Delaware Shell Midstream Operating LLC Delaware Sand Dollar Pipeline LLC Delaware Triton West LLC Delaware Zydeco Pipeline Company LLC Delaware Joint Ventures State of Organization Percentage of Ownership Interest Amberjack Pipeline Company LLC - Series |
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| February 21, 2019 |
Exhibit 10.19 SHELL TRADEMARK MANAGEMENT INC. and SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P., SHELL MIDSTREAM PARTNERS GP LLC TRADE MARKS LICENSE AGREEMENT COMPANY NAME AND HOUSE MARK for SHELL PIPELINE COMPANY LP, SHELL MIDSTREAM PARTNERS, L.P. and SHELL MIDSTREAM PARTNERS GP LLC 1 Exhibit 10.19 Table of Contents 1 INTERPRETATION 2 COMMENCEMENT AND DURATION 3 GRANT OF LICENSE 4 [In |
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| February 21, 2019 |
Exhibit 10.17 OMNIBUS AGREEMENT TERMINATION AGREEMENT This OMNIBUS AGREEMENT TERMINATION AGREEMENT, dated effective as of February 1, 2019 (this “Agreement”) is entered into by and between Shell Pipeline Company LP, a Delaware limited partnership (“SPLC”), Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), Shell Midstream Partners GP LLC, a Delaware limited liabili |
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| February 21, 2019 |
Exhibit 10.18 OMNIBUS AGREEMENT This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, the Effective Date, among Shell Pipeline Company LP, a Delaware limited partnership (“SPLC”), Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership |
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| February 21, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Midstrea |
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| February 6, 2019 |
SHLX / Shell Midstream Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. Seven )* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634101 (CUSIP Nu |
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| February 6, 2019 |
SHLX / Shell Midstream Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. Six )* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634101 (CUSIP Numb |
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| February 4, 2019 |
SHLX / Shell Midstream Partners LP / ALPS ADVISORS INC - FORM SC 13G/A Passive Investment Form SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 822634101 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| December 21, 2018 |
8-K 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): December 21, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporation) |
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| December 21, 2018 |
EX-99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Finalizes Amendment for 2019 Incentive Distribution Rights Growth Waiver HOUSTON, December 21, 2018 – Shell Midstream Partners, L.P. (NYSE: SHLX) (the “Partnership”), a growth-oriented midstream master limited partnership formed by Royal Dutch Shell plc (“RDS”), announced that it and its general partner, Shell Midstream Partners GP LLC, have amen |
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| December 21, 2018 |
EX-3.1 Exhibit 3.1 AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. This Amendment No. 2 dated as of December 21, 2018 (this “Amendment No. 2”) to the First Amended and Restated Agreement of Limited Partnership of Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), is hereby adopted by Shell Midstre |
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| November 19, 2018 |
SHLX / Shell Midstream Partners LP CORRESP CORRESP Shell Midstream Partners, L.P. 150 N. Dairy Ashford Road Houston, TX 77079 November 19, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Lisa Krestynick Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-228146) Ladies and Gentlemen: In accordance with |
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| November 2, 2018 |
SHLX / Shell Midstream Partners LP S-3 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 2, 2018 Registration No. |
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| November 2, 2018 |
Consent of PricewaterhouseCoopers LLP. EX-23.7 Exhibit 23.7 Consent of Independent Auditors We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Shell Midstream Partners, L.P. of our report dated February 26, 2016 relating to the financial statements of Mars Oil Pipeline Company, which appears in Shell Midstream Partners, L.P.‘s Annual Report on Form 10-K, for the year ended December 31, 201 |
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| November 2, 2018 |
SHLX / Shell Midstream Partners LP S-3ASR S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 2, 2018 Registration No. |
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| November 2, 2018 |
Consent of PricewaterhouseCoopers LLP. EX-23.7 Exhibit 23.7 Consent of Independent Auditors We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Shell Midstream Partners, L.P. of our report dated February 26, 2016 relating to the financial statements of Mars Oil Pipeline Company, which appears in Shell Midstream Partners, L.P.‘s Annual Report on Form 10-K, for the year ended December 31, 201 |
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| November 2, 2018 |
Exhibit 99.1 AMBERJACK PIPELINE COMPANY LLC Financial Statements (Unaudited) March 31, 2018 and 2017 Index Balance Sheets (Unaudited) 2 Statements of Income (Unaudited) 3 Statement of Members' Capital (Unaudited) 4 Statements of Cash Flow (Unaudited) 5 Condensed Notes to Financial Statements (Unaudited) 6-12 1 AMBERJACK PIPELINE COMPANY LLC BALANCE SHEETS March 31, 2018 and December 31, 2017 March |
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| November 2, 2018 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of inc |
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| November 2, 2018 |
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME Exhibit 99.2 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME Background The unaudited pro forma consolidated statement of income of Shell Midstream Partners, L.P. (“we,” “us,” “our” or “the Partnership”) for the nine months ended September 30, 2018 is based upon our historical unaudited financial statements. On May 11, 2018, we acquired from Shell Pipeline Company LP (“SPLC”), a wholly owned |
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| November 2, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell |
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| November 1, 2018 |
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 1, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or o |
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| November 1, 2018 |
Exhibit 99.1 • The Partnership reported $148.3 million of net income attributable to the partnership, $154.4 million of net cash provided by operating activities, $187.0 million of adjusted EBITDA attributable to the partnership, and $163.5 million of cash available for distribution. • Third quarter distribution of $0.382 per common unit, up 4.7% from previous quarter, which supports the partnersh |
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| August 2, 2018 |
Exhibit 10.2 SHELL MIDSTREAM PARTNERS THIRD AMENDED AND RESTATED CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 1, 2018 SHELL MIDSTREAM PARTNERS, L.P as the Borrower AND SHELL TREASURY CENTER (WEST) INC. as the Lender THIS SHELL MIDSTREAM PARTNERS THIRD AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (the “Third Amended and Restated Agreement”) is dated as of August 1, 2018 and made between: (1) SHEL |
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| August 2, 2018 |
Exhibit 10.1 LOAN FACILITY AGREEMENT This loan facility agreement (this “Agreement”) is dated August 1, 2018 BETWEEN (1) Shell Midstream Partners, L.P., a company incorporated under the laws of the State of Delaware in the United States of America with its registered office-at Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, USA (the "Borrower''); and (2) Shell Treasury C |
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| August 2, 2018 |
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): July 31, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or orga |
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| August 2, 2018 |
Exhibit 99.1 • The Partnership reported $110.7 million of net income attributable to the partnership, $104.2 million of net cash provided by operating activities, $155.2 million of adjusted EBITDA attributable to the partnership, and $136.6 million of cash available for distribution. • Second quarter distribution of $0.3650 per common unit, up 4.9% from previous quarter, which supports the partner |
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| August 2, 2018 |
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): August 2, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or org |
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| August 2, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mids |
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| June 6, 2018 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of inc |
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| June 6, 2018 |
Exhibit 99.1 AMBERJACK PIPELINE COMPANY LLC Financial Statements December 31, 2017 Index Report of Independent Auditors 2 Balance Sheet 3 Statement of Income 4 Statement of Members' Capital 5 Statement of Cash Flow 6 Notes to Financial Statements 7-14 1 Report of Independent Auditors To the Management Committee of Amberjack Pipeline Company LLC We have audited the accompanying financial statements |
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| June 6, 2018 |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Background The unaudited pro forma consolidated financial statements of Shell Midstream Partners, L.P. (“we,” “us,” “our” or “the Partnership”) as of and for the year ended December 31, 2017 are based upon our historical audited financial statements. On May 11, 2018, we acquired from Shell Pipeline Company LP (“SPLC”), a wholly own |
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| May 14, 2018 |
Exhibit 10.1 Execution Version PURCHASE AND SALE AGREEMENT dated as of May 9, 2018, by and between SHELL PIPELINE COMPANY LP AND SHELL MIDSTREAM PARTNERS, L.P. TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 5 ARTICLE II PURCHASE AND SALE AND CLOSING 6 Section 2.1 Purchase and Sale 6 Section 2.2 Consideration 6 Section 2.3 Closing 6 Section 2.4 Subject |
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| May 14, 2018 |
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): May 9, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or organi |
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| May 10, 2018 |
EX-99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Announces Largest Acquisition to Date HOUSTON, May 10, 2018 – Shell Midstream Partners, L.P. (NYSE: SHLX) entered into a purchase and sale agreement to acquire Shell’s ownership interest in Amberjack Pipeline Company LLC, which is comprised of 75% of Amberjack Series A and 50% of Amberjack Series B for $1.22 billion. “I’m pleased to announce our |
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| May 10, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 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): May 10, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporation) (Comm |
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| May 3, 2018 |
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): May 3, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation or organi |
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| May 3, 2018 |
EX-99 2 q12018exhibit991.htm EXHIBIT 99 Exhibit 99.1 • The Partnership reported $64.0 million of net income attributable to the partnership, $109.0 million of net cash provided by operating activities, $95.8 million of adjusted EBITDA attributable to the partnership, and $80.1 million of cash available for distribution. • First quarter distribution of $0.3480 per LP unit, up 4.5% from previous qua |
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| May 3, 2018 |
SHLX / Shell Midstream Partners LP 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mid |
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| March 30, 2018 |
SHLX / Shell Midstream Partners LP / Harvest Fund Advisors LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SHELL MIDSTREAM PARTNERS, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634101 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appro |
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| February 28, 2018 |
8-K 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): February 28, 2018 (February 26, 2018) Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdict |
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| February 28, 2018 |
EX-3.1 Exhibit 3.1 AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. This Amendment No. 1 dated as of February 26, 2018 (this ?Amendment?) to the First Amended and Restated Agreement of Limited Partnership of Shell Midstream Partners, L.P., a Delaware limited partnership (the ?Partnership?), is hereby adopted by Shell Midstream Par |
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| February 28, 2018 |
EX-99.1 Exhibit 99.1 Feb 27, 2018 Shell Midstream Partners, L.P. 2017 Form 10-K Available on Website Houston, Feb. 27, 2018 (GLOBE NEWSWIRE) ? Shell Midstream Partners, L.P. (NYSE: SHLX) today announced that its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 was filed today with the U.S. Securities and Exchange Commission and can be viewed on the Partnership?s website at ww |
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| February 28, 2018 |
Exhibit 99.1 MARS OIL PIPELINE COMPANY LLC Financial Statements Years Ended December 31, 2017 and 2016 Table of Contents Report of Independent Auditors 2 Balance Sheets 3 Statements of Income 4 Statements of Partners' Capital 5 Statements of Cash Flows 6 Notes to Financial Statements 7-14 1 Exhibit 99.1 Report of Independent Auditors To the Management Committee of Mars Oil Pipeline Company We have |
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| February 28, 2018 |
EX-21 2 a201710kexhibit21subs.htm EXHIBIT 21 Exhibit 21 Subsidiaries of Shell Midstream Partners, L.P. Subsidiaries State of Organization Odyssey Pipeline L.L.C. Delaware Pecten Midstream LLC Delaware Shell Midstream Operating LLC Delaware Sand Dollar Pipeline LLC Delaware Triton West LLC Delaware Zydeco Pipeline Company LLC Delaware Joint Ventures State of Organization Percentage of Ownership Int |
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| February 28, 2018 |
SHLX / Shell Midstream Partners LP 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Midstrea |
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| February 28, 2018 |
Exhibit 99.2 MARS OIL PIPELINE COMPANY Financial Statements Year Ended December 31, 2015 Table of Contents Independent Auditor’s Report 2 Balance Sheet 3 Statement of Income 4 Statement of Partners' Capital 5 Statement of Cash Flows 6 Notes to Financial Statements 7-14 1 Exhibit 99.2 Report of Independent Auditors To the Partners of Mars Oil Pipeline Company We have audited the accompanying financ |
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| February 27, 2018 |
Document 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): February 27, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorpor |
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| February 27, 2018 |
Exhibit ? The partnership reported $86 million of net income attributable to the partnership, $87 million of net cash provided by operating activities, $119 million of adjusted EBITDA attributable to the partnership and $97 million of cash available for distribution. |
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| February 16, 2018 |
SC 13D Amendment No. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634 101 (CUSIP Number) Lori M. Muratta 150 N. Dairy Ashford Houston, Texas 77079 Telephone: (832 |
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| February 16, 2018 |
EX-99.A Exhibit A Executive Officers of Shell Pipeline Company LP Name Principal Occupation Citizenship Alton G. Smith President United States Shawn J. Carsten Vice President - Finance United States Preston J. McGlory Vice President - Tax United States Kevin M. Nichols Vice President United States Lynn S. Borgmeier Secretary United States Christopher D. Jackson Treasurer United States Linda L. Mea |
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| February 13, 2018 |
SHLX / Shell Midstream Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Five)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 5, 2018 |
8-K 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): February 1, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation) |
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| February 5, 2018 |
EX-1.1 Exhibit 1.1 SHELL MIDSTREAM PARTNERS, L.P. 25,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT February 1, 2018 MORGAN STANLEY & CO. LLC, 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Shell Midstream Partners, L.P., a Delaware limited partnership (the ?Partnership?), proposes to sell to Morgan Stanley & Co. LLC (the ?Underwriter?) 25,000,000 |
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| February 5, 2018 |
EX-10.1 Exhibit 10.1 SHELL MIDSTREAM PARTNERS, L.P. 11,029,412 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS Common Unit Purchase Agreement February 1, 2018 Shell Midstream LP Holdings LLC 150 N. Dairy Ashford Houston, Texas 77079 Attention Vice President: Shell Midstream LP Holdings LLC (the Investor), a Delaware limited liability company, proposes, subject to the terms and conditions sta |
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| February 5, 2018 |
424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-207759 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common units representing limited partner interests 28,750,000(2) $26.52(3) $762,450, |
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| February 2, 2018 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 822634101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| February 1, 2018 |
Subject to Completion Preliminary Prospectus Supplement dated February 1, 2018 424B3 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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| February 1, 2018 |
Regulation FD Disclosure, Results of Operations and Financial Condition 8-K 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): February 1, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction (Commission File |
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| January 25, 2018 |
8-K 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): January 22, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction (Commission File |
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| January 10, 2018 |
EX-99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Names Kevin Nichols as Next CEO HOUSTON, January 10, 2018 ? Shell Midstream Partners, L.P. (NYSE: SHLX) announced today that after a distinguished 38-year career with Royal Dutch Shell plc, John Hollowell will retire as President and Chief Executive Officer of Shell Midstream Partners GP LLC, our general partner, effective March 31, 2018. Kevin N |
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| January 10, 2018 |
Form 8-K 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): January 10, 2018 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorpora |
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| December 20, 2017 |
Exhibit Exhibit 99.2 ODYSSEY PIPELINE LLC Condensed Financial Statements (Unaudited) For the Nine Months Ended September 30, 2017 and 2016 Table of Contents Unaudited Condensed Balance Sheets 2 Unaudited Condensed Statements of Income 3 Unaudited Condensed Statements of Members' Capital 4 Unaudited Condensed Statements of Cash Flows 5 Notes to Unaudited Condensed Financial Statements 6-8 1 Exhibit |
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| December 20, 2017 |
Exhibit 99.6 TRADING & SUPPLIES TERMINALS Combined Financial Statements (Unaudited) For the Nine Months Ended September 30, 2017 and September 30, 2016 Table of Contents Unaudited Combined Balance Sheets 2 Unaudited Combined Income Statements 3 Unaudited Combined Statement of Changes in Net Parent Investment 4 Unaudited Combined Statements of Cash Flows 5 Notes to Unaudited Combined Financial Stat |
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| December 20, 2017 |
Exhibit 99.3 LOCAP LLC Condensed Financial Statements (Unaudited) For the Nine Months Ended September 30, 2017 and 2016 Table of Contents Unaudited Condensed Balance Sheets at September 30, 2017 and December 31, 2016 2 Unaudited Condensed Statements of Income and Members' Equity for the Nine Months Ended September 30, 2017 and 2016 3 Unaudited Condensed Statements of Cash Flows for the Nine Months |
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| December 20, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 5, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction o |
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| December 20, 2017 |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.7 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Background The unaudited pro forma consolidated financial statements of Shell Midstream Partners, L.P. (?we,? ?us,? ?our? or ?the Partnership?) as of and for the nine months ended September 30, 2017 and for the years ended December 31, 2016, 2015, and 2014 are based upon our historical audited and unaudited financial statements. As |
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| December 20, 2017 |
Exhibit Exhibit 99.3 LOCAP LLC Financial Statements December 31, 2016 Table of Contents Report of Independent Auditors for the year ended December 31, 2016 2 Balance Sheet 3 Income Statement and Members' Equity 4 Statement of Cash Flows 5 Notes to Financial Statements 6-10 1 Exhibit 99.3 Report of Independent Auditors To the Management of LOCAP LLC We have audited the accompanying financial statem |
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| December 20, 2017 |
Exhibit 99.6 TRADING & SUPPLIES TERMINALS Combined Financial Statements Year Ended December 31, 2016 Table of Contents Report of Independent Auditors 2 Combined Balance Sheet 3 Combined Income Statement 4 Combined Statement of Changes in Net Parent Investment 5 Combined Statement of Cash Flows 6 Notes to Combined Financial Statements 7-13 1 Exhibit 99.6 Report of Independent Auditors To the Manage |
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| December 20, 2017 |
Exhibit 99.5 NA KIKA PIPELINE Financial Statements Year Ended December 31, 2016 Table of Contents Report of Independent Auditors 2 Balance Sheet 3 Statement of Operations 4 Statement of Changes in Net Parent Investment 5 Statement of Cash Flows 6 Notes to Financial Statements 7-12 1 Exhibit 99.5 Report of Independent Auditors To the Management of Shell Pipeline Company We have audited the accompan |
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| December 20, 2017 |
Exhibit 99.4 DELTA PIPELINE Financial Statements Year Ended December 31, 2016 Table of Contents Report of Independent Auditors 2 Balance Sheet 3 Statement of Operations 4 Statement of Changes in Net Parent Investment 5 Statement of Cash Flows 6 Notes to Financial Statements 7-14 1 Exhibit 99.4 Report of Independent Auditors To the Management of Shell Pipeline Company We have audited the accompanyi |
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| December 20, 2017 |
Exhibit 99.1 MARS OIL PIPELINE COMPANY Financial Statements Year Ended December 31, 2016 Table of Contents Report of Independent Auditors 2 Balance Sheet 3 Statement of Income 4 Statement of Partners' Capital 5 Statement of Cash Flows 6 Notes to Financial Statements 7-13 1 Exhibit 99.1 Report of Independent Auditors To the Management Committee of Mars Oil Pipeline Company We have audited the accom |
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| December 20, 2017 |
Exhibit 99.1 MARS OIL PIPELINE COMPANY LLC Condensed Financial Statements (Unaudited) For the Nine Months Ended September 30, 2017 and 2016 Table of Contents Unaudited Condensed Balance Sheets 2 Unaudited Condensed Statements of Income 3 Unaudited Condensed Statement of Partners' Capital 4 Unaudited Condensed Statements of Cash Flows 5 Notes to Unaudited Condensed Financial Statements 6-8 1 Exhibi |
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| December 20, 2017 |
Exhibit 99.2 ODYSSEY PIPELINE LLC Financial Statements Year Ended December 31, 2016 Table of Contents Report of Independent Auditors 2 Balance Sheet 3 Statement of Income 4 Statement of Members' Capital (Deficit) 5 Statement of Cash Flows 6 Notes to Financial Statements 7-12 1 Exhibit 99.2 Report of Independent Auditors To the Management Committee of Odyssey Pipeline LLC We have audited the accomp |
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| December 5, 2017 |
EX-10.1 2 d504553dex101.htm EX-10.1 Exhibit 10.1 SHELL MIDSTREAM PARTNERS REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF DECEMBER 1, 2017 SHELL MIDSTREAM PARTNERS, L.P. as the Borrower AND SHELL TREASURY CENTER (WEST) INC. as the Lender THIS SHELL MIDSTREAM PARTNERS REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF DECEMBER 1, 2017 and made between: (1) SHELL MIDSTREAM PARTNERS, L.P. (the “Borrower |
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| December 5, 2017 |
SHLX / Shell Midstream Partners LP FORM 8-K (Current Report) Form 8-K 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): December 1, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporati |
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| November 28, 2017 |
Form 8-K 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) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporat |
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| November 28, 2017 |
EX-99.1 3 d466561dex991.htm EX-99.1 Exhibit 99.1 Final as of November 27, 2017 Most Confidential Shell Midstream Partners, L.P. Agrees to Acquire Additional Assets from Shell HOUSTON, November 28, 2017 – Shell Midstream Partners, L.P. (NYSE: SHLX) entered into a purchase and sale agreement to acquire from wholly owned subsidiaries of Shell a 100% interest in five products terminals and partial int |
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| November 28, 2017 |
EX-10.1 Exhibit 10.1 Execution Version PURCHASE AND SALE AGREEMENT dated as of November 22, 2017, by and among SHELL PIPELINE COMPANY LP, EQUILON ENTERPRISES LLC D/B/A SHELL OIL PRODUCTS US, SHELL MIDSTREAM PARTNERS, L.P. AND SHELL MIDSTREAM OPERATING LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Construction 10 ARTICLE II PURCHASE AND SALE AND CLOSING 11 Sect |
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| November 16, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 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 16, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction (Commission File N |
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| November 16, 2017 |
Shell Midstream Partners, L.P. EX-99.1 Exhibit 99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Investor Day November 16, 2017 Definitions and Cautionary Note This presentation includes various ?forward-looking statements? within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward- |
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| November 3, 2017 |
Exhibit Exhibit 99.1 ? The partnership reported $72.6 million of net income attributable to the partnership, $100.7 million of net cash provided by operating activities, $92.2 million of adjusted EBITDA attributable to the partnership, and $83.9 million of cash available for distribution. ? On October 17, Shell Midstream Partners closed on the purchase of a 50% equity ownership in Crestwood Permia |
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| November 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell |
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| November 3, 2017 |
Document 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 3, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorpora |
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| October 20, 2017 |
EX-10.1 Exhibit 10.1 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG CPB Member LLC, AS SELLER AND Shell Midstream Operating LLC, AS BUYER October 16, 2017 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1.01 Definitions. 1 ARTICLE 2 PURCHASE AND SALE 2.01 Purchase and Sale. 5 2.02 Purchase Price at Closing. 5 2.03 Post-Closing Adjustments. 5 ARTICLE 3 PURCHASE AND SALE AND CLOS |
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| October 20, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 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): October 17, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporation) ( |
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| October 19, 2017 |
8-K 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): October 18, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporation) ( |
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| October 10, 2017 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Four)* Shell Midstream Partners, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 822634101 (CUSIP Number) September 30, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| September 28, 2017 |
SHLX / Shell Midstream Partners LP ESP CORRESP Shell Midstream Partners, L.P. 150 N. Dairy Ashford Rd. Houston, Texas 77079 September 28, 2017 BY EDGAR United State Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Attention: H. Robert Schwall Assistant Director RE: Shell Midstream Partners, L.P. Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 23, 2017 Form |
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| September 15, 2017 |
EX-99.2 3 d458736dex992.htm EX-99.2 Exhibit 99.2 Shell Midstream Partners, L.P. Announces $275 Million in Common Unit Sales HOUSTON, September 12, 2017– Shell Midstream Partners, L.P. (NYSE: SHLX) today announced the agreement to sell 10,370,000 common units for a total purchase price of approximately $275 million. The common units are being sold to funds managed by Tortoise Capital Advisors, L.L. |
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| September 15, 2017 |
EX-99.1 Exhibit 99.1 Shell Midstream Partners, L.P. Expected Operating Income Impact Due to Hurricane Harvey HOUSTON, September 15, 2017? Shell Midstream Partners, L.P. (NYSE: SHLX) today announced all pipelines owned by the Partnership have been returned to service after a comprehensive assessment of the asset integrity of each system. The Partnership expects outages and repairs related to Hurric |
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| September 15, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 8-K 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): September 11, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-36710 46-5223743 (State or other jurisdiction of incorporation) |
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| September 13, 2017 |
5,170,000 Common Units Representing Limited Partner Interests 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-208932 PROSPECTUS SUPPLEMENT (To Prospectus dated March 2, 2016) 5,170,000 Common Units Representing Limited Partner Interests We are offering 5,170,000 common units representing limited partner interests in Shell Midstream Partners, L.P. directly to certain purchasers in a privately negotiated transaction at a price of |
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| August 3, 2017 |
Document 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): August 3, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporati |
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| August 3, 2017 |
EX-99.1 2 a2017q2exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 • The partnership reported $65.5 million of net income attributable to the partnership, $78.6 million of net cash provided by operating activities, $82.7 million of adjusted EBITDA attributable to the partnership, and $88.7 million of cash available for distribution. • On August 1, Shell Midstream Partners exercised an option to purchase 50 |
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| August 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 Shell Mids |
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| May 15, 2017 |
Completion of Acquisition or Disposition of Assets Document 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): May 10, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation |
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| May 5, 2017 |
Shell Midstream Partners LP 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36710 |
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| May 5, 2017 |
Document 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): May 5, 2017 Shell Midstream Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36710 46-5223743 (State or other jurisdiction of incorporation |
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| May 5, 2017 |
EX-99.1 2 a2017q1exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 • The partnership reported $70.8 million of net income attributable to the partnership, $93.5 million of net cash provided by operating activities, $86.6 million of adjusted EBITDA attributable to the partnership, and $90.5 million of cash available for distribution. • Acquisition of 100% interest in Delta and Na Kika Pipelines from Shell P |
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| May 5, 2017 |
EX-10.1 2 shlxprojectperrypsa-execut.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version PURCHASE AND SALE AGREEMENT dated as of May 4, 2017, but effective as of May 1, 2017 by and among SHELL PIPELINE COMPANY LP, SHELL GOM PIPELINE COMPANY LLC, SHELL CHEMICAL LP, SHELL MIDSTREAM PARTNERS, L.P., SHELL MIDSTREAM OPERATING LLC, PECTEN MIDSTREAM LLC, And SAND DOLLAR PIPELINE LLC TABLE OF CONTENTS ARTICLE |
