BAKER BOTTS TRANSACTION ADVISING SHELL MIDSTREAM PARTNERS PRICES LARGEST MLP IPO IN HISTORY

On October 28, 2014, Shell Midstream Partners, L.P., a limited partnership formed by Royal Dutch Shell, announced the pricing of its initial public offering of 40,000,000 common units representing limited partner interests at $23.00 per common unit. The underwriters of the offering have a 30-day option to purchase up to an additional 6,000,000 common units from Shell Midstream Partners. The common units will begin trading on the New York Stock Exchange on October 29, 2014 under the ticker symbol “SHLX.”  The offering is expected to close on or about November 3, 2014, subject to customary closing conditions.

At the closing of this offering, the public will own a 29.0 percent limited partner interest in Shell Midstream Partners, or a 33.4 percent limited partner interest if the underwriters exercise in full their option to purchase additional common units. Royal Dutch Shell, through certain of its subsidiaries, will own the remaining limited partner interest in Shell Midstream Partners, as well as its 2.0 percent general partner interest.

Shell Midstream Partners is a fee-based, growth-oriented master limited partnership recently formed by Royal Dutch Shell to own, operate, develop and acquire pipelines and other midstream assets. Shell Midstream Partners’ initial assets consist of interests in entities that own crude oil and refined products pipelines serving as key infrastructure to transport growing onshore and offshore crude oil production to Gulf Coast refining markets and to deliver refined products from those markets to major demand centers.

Baker Botts represented Shell Oil Company in this transaction.

Type of Offering: Initial Public Offering of Master Limited Partnership

Client: Shell Oil Company

Outside Counsel to Client: Baker Botts L.L.P. as issuer’s counsel

Other Parties: Barclays, Citigroup, Morgan Stanley and UBS Investment Bank are acting as book-running managers for the offering; Credit Suisse, Goldman Sachs, JP Morgan, Wells Fargo, RBC Capital Markets and Credit Agricole are acting as co-managers.

Outside Counsel to Other Parties: Vinson & Elkins LLP as underwriters’ counsel

Value: Up to $1,058,000,000 gross proceeds ($920,000,000 gross proceeds in base offering)

Baker Botts Lawyers/Office Involved: Kelly Rose (Partner, Houston); Hillary Holmes (Partner, Houston); A.J. Ericksen (Partner, Houston); Josh Davidson (Partner, Houston); Suparna Salil (Associate, Houston); Justine Robinson (Associate, Houston); Lakshmi Ramanathan (Associate, Houston); Laura Katherine Mann (Associate, Houston); Sarah McDermand (Associate, Houston); James Chenoweth (Partner, Houston); Mike Bresson (Partner, Houston); Jared Meier (Partner, New York); Michael Telford (Associate, Houston); Kathryn McEvilly (Associate, Houston), Zack Pullin (Associate, Houston); Rob Fowler (Partner, Houston); Matt Kuryla (Partner, Houston); Devi Chandrasekaran (Associate, Houston); Matt Larsen (Partner, Dallas), Terence Rozier-Byrd (Senior Associate, New York)