SHLX Shell Midstream Partners LP

On October 3, 2016, Shell Midstream Partners, L.P. (the “Partnership”) completed its previously announced acquisition of a 49.0% interest in Odyssey Pipeline L.L.C. and an additional 20.0% interest in Mars Oil Pipeline Company (the “Acquisition”) for $350 million cash consideration. The Acquisition closed pursuant to a Purchase and Sale Agreement dated as of September 27, 2016 by and among Shell Pipeline Company LP (“SPLC”), Equilon Enterprises LLC d/b/a Shell Oil Products US (“SOPUS”), the Partnership and Shell Midstream Operating LLC (“Operating”), a wholly owned subsidiary of the Partnership. The Partnership funded the cash consideration for the Acquisition from $50 million of cash on hand and $300 million in borrowings under the Partnership’s five year revolving credit facility.

Upon the closing of the Acquisition on October 3, 2016, the Partnership had 109,842,376 common units outstanding, of which 88,367,308 were publicly owned. SPLC, through its ownership of common units, subordinated units and the general partner units, owned 51.2% of the Partnership. As of October 3, 2016, SPLC’s wholly owned subsidiary, Shell Midstream LP Holdings LLC, owned 21,475,068 common units and 67,475,068 subordinated units in the Partnership. SPLC also owned a 100% interest in Shell Midstream Partners GP LLC, the general partner (the “General Partner”) of the Partnership, which in turn owned 3,618,723 general partner units, representing a 2% general partner interest, and all of the incentive distribution rights in the Partnership. The terms of the Acquisition were approved by the board of directors of the General Partner (the “Board”) and by the conflicts committee of the Board, which consists entirely of independent directors. The conflicts committee engaged an independent financial advisor and legal counsel.