As filed with the Securities and Exchange Commission on November 2, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Shell Midstream Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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46-5223743
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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150 N. Dairy Ashford Road
Houston, Texas 77079
(832) 337-2034
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Lori M.
Muratta
Vice President, General Counsel and Secretary
Shell Midstream Partners GP LLC
150 N. Dairy Ashford Road
Houston, Texas 77079
(832) 337-2034
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Mollie Duckworth
Baker Botts L.L.P.
98
San Jacinto Blvd., Suite 1500
Austin, Texas 78701
(512)
322-2500
Approximate
date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Aggregate
Offering Price
per Unit
(1)
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Proposed
Maximum
Aggregate
Offering Price
(1)
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Amount of
Registration Fee
(1)
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Common units representing limited partner interests
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Partnership securities representing limited partner
interests
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(1)
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An indeterminate aggregate initial offering price or principal amount or number of the securities of each
identified class is being registered as may from time to time be issued at indeterminate prices. In accordance with Rules 456(b) and 457(r) of the Securities Act, as amended, the registrant is deferring payment of all of the registration fee.
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