Item 1.01 Entry into a Material Definitive Agreement.
On
At the effective time of the Merger (the "Effective Time"), each common unit
issued and outstanding representing limited partner interests in the Partnership
("Common Units") other than Common Units owned immediately prior to the
Effective Time by Parent and its affiliates, including Holdings ("Public Common
Units"), will be converted into the right to receive
The Conflicts Committee (the "Conflicts Committee") of the board of directors of
the General Partner (the "GP Board") has (i) determined that the Merger
Agreement and the transactions contemplated thereby, including the Merger, are
in the best interests of the Partnership, including the holders of the Public
Common Units (ii) approved the Merger Agreement and the transactions
contemplated thereby, including the Merger (the foregoing constituting "Special
Approval" as defined in the Second Amended and Restated Agreement of Limited
Partnership of the Partnership dated
The GP Board has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to the holders of the Public Common Units and are in the best interests of the Partnership, including the holders of the Public Common Units, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement, recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement.
The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants applicable to such party, including, among others, covenants relating to (i) the Partnership's and the General Partner's conduct of business during the interim period between the execution of the Merger Agreement and the Effective Time and (ii) the obligation to use reasonable best efforts to cause the Merger to be consummated.
Completion of the Merger is subject to certain customary conditions, including,
among others: (i) the written consent of Holdings as the holder of a majority of
the voting power of the outstanding limited partner interests in the Partnership
delivered concurrently with the execution and delivery of the Merger Agreement
approving the Merger Agreement and the transactions contemplated thereby,
including the Merger ("Written Consent"), not having been amended, modified,
withdrawn, terminated or revoked; (ii) there being no law or injunction
prohibiting consummation of the transactions contemplated under the Merger
Agreement; (iii) the mailing of an information statement to be filed by the
Partnership with the
The Merger Agreement provides for certain termination rights for both Parent and
the Partnership, including in the event that (i) the parties agree by mutual
written consent (with the prior written approval of the Conflicts Committee) to
terminate the Merger Agreement, (ii) the Merger is not consummated by
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The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
The foregoing summary of the Merger Agreement has been included to provide investors and securityholders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about Parent, the Partnership or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Merger Agreement . . .
Item 5.07 Submission of Matters to a Vote of Securityholders.
In connection with the Merger, the GP Board authorized the Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement, in order to provide their approval for the Merger Agreement and the transactions contemplated thereby, including the Merger. Concurrently with the execution of the Merger Agreement, Holdings delivered the Written Consent. The Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, under the terms of the Partnership Agreement, without the need for written consents from any other holders of Common Units.
Item 7.01 Regulation FD Disclosure.
Parent and the Partnership issued a joint press release on
The information provided in this Item 7.01 (including the press release furnished as Exhibit 99.1) shall be deemed "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act of 1933, as amended, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Forward-Looking Statements
This report includes various "forward-looking statements" within the meaning of
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended. All statements other than statements of historical fact are, or may
be deemed to be, forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management's current
expectations and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or events to differ
materially from those expressed or implied in these statements. Forward-looking
statements include, among other things, statements concerning management's
expectations, beliefs, estimates, forecasts, projections and assumptions. You
can identify the Partnership's forward-looking statements by words such as
"anticipate," "believe," "estimate," "budget," "continue," "potential,"
"guidance," "effort," "expect," "forecast," "goals," "objectives," "outlook,"
"intend," "plan," "predict," "project," "seek," "target," "begin," "could,"
"may," "should" or "would" or other similar expressions that convey the
uncertainty of future events or outcomes. In accordance with "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, these
statements are accompanied by cautionary language identifying important factors,
though not necessarily all such factors, which could cause future outcomes to
differ materially from those set forth in forward-looking statements. In
particular, expressed or implied statements concerning future actions,
conditions or events, and statements concerning the Merger or any other proposed
transaction and the likelihood of a successful consummation of the Merger or any
other proposed transaction are forward-looking statements. Forward-looking
statements are not guarantees of performance. They involve risks, uncertainties
and assumptions. Future actions, conditions or events and future results of
operations may differ materially from those expressed in these forward-looking
statements. Many of the factors that will determine these results are beyond the
Partnership's ability to control or predict. Forward-looking statements speak
only as of the date of this report,
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Important Information About the Proposed Merger
In connection with the proposed Merger, the Partnership will prepare an
information statement to be filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description 2.1 Agreement and Plan of Merger, datedJuly 25, 2022 , by and among by and amongShell USA Inc. ,Semisonic Enterprises LLC ,Shell Midstream LP Holdings LLC ,Shell Midstream Partners GP LLC andShell Midstream Partners, L.P. 99.1 Press Release datedJuly 25, 2022 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
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