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Latham Advises the Conflicts Committee of Shell Midstream Partners in US$4 billion Transaction

March 2, 2020
This complex transaction included an acquisition of assets and elimination of incentive distribution rights.

Shell Midstream Partners, L.P. (NYSE: SHLX) (the “Partnership” or “SHLX”) has announced that it has signed an agreement with its general partner to eliminate all incentive distribution rights (“IDRs”) and general partner (“GP”) economic interests in SHLX. SHLX has also entered into a Purchase and Sale Agreement with affiliates of its sponsor, Royal Dutch Shell plc (“Shell”), to acquire (i) Shell’s 79% interest in Mattox Pipeline Company LLC, which owns the Mattox Pipeline, and (ii) certain logistics assets at the Shell Norco Manufacturing Complex. As consideration for the assets and the elimination of IDRs, the sponsor will receive 160 million newly issued SHLX common units, plus US$1.2 billion of Series A perpetual convertible preferred units (the “preferred units”) at a price of US$23.63 per unit.

Latham & Watkins LLP represents the Conflicts Committee of Shell Midstream Partners in the transaction with a corporate team led by Houston partner Ryan Maierson with associates Ryan Lynch, Madeleine Neet, Blake Berkey, and Adam Midkiff. Advice was also provided on tax matters by Houston partners Tim Fenn and Jim Cole; on real estate matters by Chicago partner Rachel Bates with associate Sarah Barr; on environmental matters by Houston partner Joel Mack with Washington, D.C. counsel Joshua Marnitz; on antitrust matters with Washington, D.C. partner Jason Cruise with counsel Peter Todaro; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; and on oil and gas related matters by Houston partner Jonathan Castelan with associates Thomas Hillebrand and Rebecca Kendall.