Houston-based Shell Midstream Partners announced Monday that it is merging into Shell USA at a cost to the parent company of $1.96 billion.
Shell USA will acquire for cash all the public common units in Shell Midstream (trading as”SHLX”) for $15.85 per unit. A subsidiary of Shell USA currently owns 269,457,304 common units of SHLX, which represent 68.5 percent of the company. The deal is expected to close in the fourth quarter of 2022.
Shell USA is advised in the transaction by Baker Botts with a team led by Houston partner Josh Davidson and corporate help from senior associate Jamie Yarbrough and associates Parker Hinman and Chelsea Johnson. Houston partner Michael Bresson and senior associate Jared Meier, both of Houston, advised on tax matters.
A conflict committee of Shell USA’s independent directors was advised by Gibson Dunn & Crutcher with Houston partners Hillary Holmes and Tull Florey in the lead, along with associates Stella Tang, Abby Joens-Witherow, and Caitlyn Fiebrich. New York partner Pamela Lawrence Endreny advised on tax issues, San Francisco partner Brian Lutz on securities aspects and Dallas associate Gina Hancock on benefits.
Barclays and Evercore acted as financial advisors to Shell USA and Intrepid Partners advised the conflicts committee. Richards, Layton & Finger were Delaware counsel to Shell USA.
Hunton Andrews Kurth advised Intrepid on the deal with a team led from Houston by partner Mike O’Leary, along with counsel Mike Hoffman and associate Casey Shaw. Partner Tom Ford and associate Tim Strother are handling tax issues, and partner Ian Goldberg and associate Garrett Korbitz are handling oil and gas matters.
Shell Midstream assets include interests in crude oil and refined products pipelines and terminals for onshore and offshore crude oil production to U.S. Gulf Coast and Midwest refining markets and deliver refined products from those markets to major demand centers. The company also holds interests in storage tanks and financing receivables for those products, as well as interests in entities that own natural gas and refinery gas pipelines that natural gas to market hubs and refinery gas to chemical sites along the U.S. Gulf Coast.