SHLX Shell Midstream Partners LP

Purchase and Sale Agreement

On November 22, 2017, Shell Midstream Partners, L.P. (the “Partnership”) and Shell Midstream Operating LLC (“Operating Company” and together with the Partnership, the “Purchasers”) entered into a purchase and sale agreement (“Purchase Agreement”) with Shell Pipeline Company LP (“SPLC”) and Equilon Enterprises LLC d/b/a Shell Oil Products US (“SOPUS” and together with SPLC, the “Sellers”), each a wholly owned subsidiary of Royal Dutch Shell plc, to acquire the following interests for $825.0 million: (i) 22.9% of the issued and outstanding membership interests in Mars Oil Pipeline Company LLC, (ii) 10.0% of the issued and outstanding common stock of Explorer Pipeline Company, and (iii) 41.48% of the issued and outstanding membership interests in LOCAP LLC, from SPLC, and (iv) 22.0% of the issued and outstanding membership in Odyssey Pipeline L.L.C. and (v) 100% of the issued and outstanding membership interests in Triton West LLC, from SOPUS (collectively, the “November 2017 Acquisition”).

The Partnership expects to fund the November 2017 Acquisition with borrowings under existing and new credit facilities with Shell Treasury Center (West) Inc. The November 2017 Acquisition is expected to close on or about December 1, 2017, subject to customary closing conditions.

The Purchase Agreement contains customary representations, warranties and covenants of the Sellers and the Purchasers. The Sellers, on the one hand, and the Purchasers, on the other hand, have agreed to indemnify each other and their respective affiliates, officers, directors and other representatives against certain losses resulting from any breach of their representations, warranties or covenants contained in the Purchase Agreement, subject to certain limitations and survival periods.

As of November 22, 2017, SPLC’s wholly owned subsidiary, Shell Midstream LP Holdings LLC, owned 88,950,136 common units in the Partnership, representing an aggregate 46.4% limited partner interest. 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 3,832,293 general partner units, representing a 2% general partner interest, and all of the incentive distribution rights in the Partnership. The terms of the November 2017 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.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.