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
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Proposed
Maximum
Aggregate
Offering Price
(1)
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Proposed
Maximum
Offering Price
per Security
(1)
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Amount of
Registration Fee
(2)(3)
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Common units representing limited partner interests
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Partnership securities representing limited partner
interests
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Total
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$1,000,000,000
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$121,200
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act. The proposed maximum offering price per unit for each class of securities to be registered will be determined from time to time by the registrant in connection with, and at the time of, the sale by the registrant of the securities
registered hereunder.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the
Securities Act. Pursuant to Rule 457(p) under the Securities Act, a registration fee of $50,350 was paid with respect to securities available for issuance under a Registration Statement on
Form S-3
(File
No. 333-208932)
initially filed by the registrant on January 8, 2016 (the Prior Registration Statement). Pursuant to Rule 457(p), $19,754.66 of prepaid registration fees is presently available
for offset. The $121,200 registration fee associated with this registration statement is hereby offset against the prepaid registration fees made in connection with the securities available for issuance under the Prior Registration Statement.
Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. If the registrant sells any of such
unsold securities pursuant to the Prior Registration Statement after the date of this filing, and prior to the date of effectiveness of this registration statement, the registrant will file a
pre-effective
amendment to this registration statement that will reduce the number of such unsold securities included on this registration statement.
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(3)
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Because a filing fee for $19,754.66 previously was paid with respect to such unsold securities, the filing fee
due under this registration statement is $101,445.34.
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The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.