UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 28, 2018 (February 26, 2018)
Shell Midstream Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36710
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46-5223743
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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150 N. Dairy Ashford
Houston, Texas
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77079
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (832)
337-2034
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Resignation of Director
On
February 26, 2018, John H. Hollowell, a member of the Board of Directors (the “Board”) of Shell Midstream Partners GP LLC (the “General Partner”), the general partner of Shell Midstream Partners, L.P. (the
“Partnership”), announced his intention to resign from the Board, effective March 31, 2018. There were no disagreements between Mr. Hollowell and the General Partner, the Partnership or any officer or director of the General
Partner which led to Mr. Hollowell’s decision to resign.
Appointment of Vice President — Commercial
On February 26, 2018, the Board appointed Steve Ledbetter as Vice President — Commercial of the General Partner effective April 1,
2018.
Mr. Ledbetter, age 42, is a
19-year
Royal Dutch Shell plc (“Shell”)
executive with deep financial and operational management experience. Mr. Ledbetter served as the President of Jiffy Lube International (“Jiffy Lube”), a wholly owned subsidiary of Shell, from 2013 to 2018. Prior to his role as
President of Jiffy Lube, Mr. Ledbetter served as Director of Key Accounts for Shell’s Consumer Lubricants business (“Lubricants”) for North America from 2010 to 2013 where he was responsible for large platform multi-site business
development throughout North America. From 2009 to 2010, he worked as Deal Manager setting strategy and negotiating large platform deals for the route to market for the Lubricants business in North America. In 2007, Mr. Ledbetter was North
American Consumer Finance Manager for Lubricants, responsible for the financial support and economic assurance of the business. In 2004, he became a member of the leadership team for Shell’s Puget Sound Refinery in Anacortes, Washington,
accountable for finance and procurement activities of the site. From 1999 to 2004, Mr. Ledbetter held various roles in Shell’s pipeline business, including financial support to the business, Treasurer of several joint ventures, business
planning and accounting. Prior to joining Shell, Mr. Ledbetter was a facility cost analyst with United States Gypsum Company based in Texas.
Mr. Ledbetter holds a bachelor’s degree in Finance from Texas A&M University. The Partnership believes that
Mr. Ledbetter’s extensive experience across a wide range of strategy, finance, commercial deal structuring, business transformation and business leadership makes him well qualified to serve as an executive officer.
Mr. Ledbetter was not appointed pursuant to any arrangement or understanding with any other person, and there are no transactions with
Mr. Ledbetter that would be reportable under Item 404(a) of
Regulation S-K.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
February 26, 2018, the General Partner executed Amendment No. 1 (the “Amendment”) to the Partnership’s First Amended and Restated Agreement of Limited Partnership dated November 3, 2014, in response to changes to the
Internal Revenue Code enacted by the Bipartisan Budget Act of 2015 relating to partnership audit and adjustment procedures.
The foregoing
description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
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Item 7.01
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Regulation FD Disclosure.
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On February 27, 2018 the Partnership issued a press
release announcing that its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 was filed today with the Securities and Exchange Commission. The press release is being furnished as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
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 Exchange Act, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act,
except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
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Item 9.01
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Financial Statements and Exhibits.
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(d) (Exhibits)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SHELL MIDSTREAM PARTNERS, L.P.
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By:
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Shell Midstream Partners GP LLC,
its general
partner
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By:
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/s/ Lori M. Muratta
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Lori M. Muratta
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Vice President, General Counsel and Secretary
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Date: February 28, 2018
Exhibit 3.1
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
SHELL MIDSTREAM PARTNERS, L.P.
This Amendment No. 1 dated as of February 26, 2018 (this “
Amendment
”) to the First Amended and Restated
Agreement of Limited Partnership of Shell Midstream Partners, L.P., a Delaware limited partnership (the “
Partnership
”), is hereby adopted by Shell Midstream Partners GP LLC, a Delaware limited liability company (the
“
General Partner
”), as general partner of the Partnership, pursuant to authority granted in Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership
Agreement (as defined below).
RECITALS
WHEREAS, the General Partner and the Limited Partners of the Partnership entered into that certain First Amended and Restated Agreement of
Limited Partnership of the Partnership dated as of November 3, 2014 (the “
Partnership Agreement
”); and
WHEREAS, the Bipartisan Budget Act of 2015 eliminates the concept of a “Tax Matters Partner,” replaces it with the concept of a
“Partnership Representative” and makes certain changes to the manner in which partnerships and their partners are audited and taxes may be assessed therefrom, each effective for tax years commencing after December 31, 2017; and
WHEREAS, Section 13.1(d) of the Partnership Agreement provides, among other things, that the General Partner, without the approval of any
Partner, may amend any provision of the Partnership Agreement the General Partner determines (i) a change that, in the discretion of the General Partner, does not adversely affect the Limited Partners in any material respect or (ii) is
necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute
(including the Delaware Act); and
WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d) of the
Partnership Agreement, the Board of Directors of the General Partner, for and on behalf of the General Partner, deems it in the best interests of the Partnership to adopt this Amendment and has determined that this Amendment reflects (i) a
change that, in the discretion of the General Partner, does not adversely affect the Limited Partners in any material respect and/or (ii) is necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion,
directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act).
NOW, THEREFORE, pursuant to Section 13.1(d) of the Partnership Agreement, the Partnership Agreement is hereby amended as follows:
Section
1.
AMENDMENTS
. Sections 9.3 and 9.4 of the
Partnership Agreement are hereby amended and restated in their entirety as follows:
Section 9.3
Tax Controversies
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(a) For taxable years beginning on or before December 31, 2017, the General Partner is designated as the “tax matters
partner” (as defined in Section 6231(a)(7) of the Code, prior to amendment by the Bipartisan Budget Act of 2015 (the “BBA”)). For each taxable year beginning after December 31, 2017, the General Partner shall be or shall
designate the “partnership representative” (as defined in Section 6223 of the Code, as amended by the BBA) and any other Persons necessary to conduct proceedings under Subchapter C of Chapter 63 of the Code (as amended by the BBA) for
such year. Any such designated Person or Persons shall serve at the pleasure of, and act at the direction of, the General Partner. The partnership representative, as directed by the General Partner, shall exercise any and all authority of the
“partnership representative” under the Code (as amended by the BBA), including, without limitation, (i) binding the Partnership and its Partners with respect to actions taken under Subchapter C of Chapter 63 of the Code (as amended by
the BBA), and (ii) determining whether to make any available election under Section 6226 of the Code (as amended by the BBA).
(b) The General Partner (acting through the partnership representative to the extent permitted by Section 9.3(a)) is authorized and
required to act on behalf of and represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and
the General Partner is authorized to expend Partnership funds for professional services and costs associated therewith.
(c) Each
Partner agrees to cooperate with the General Partner (or its designee) and to do or refrain from doing any or all things reasonably requested by the General Partner (or its designee) in its capacity as the “tax matters partner” or the
“partnership representative,” or as a person otherwise authorized and required to act on behalf of and represent the Partnership pursuant to Section 9.3(b).
(d) The General Partner is authorized to amend the provisions of this Agreement as appropriate to reflect the proposal or promulgation of
Treasury Regulations implementing or interpreting the partnership audit, assessment and collection rules adopted by the BBA, including any amendments to those rules.
Section 9.4
Withholding and Other Tax Payments by the Partnership
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(a) The General Partner may treat taxes paid by the Partnership on behalf of all or less than all of the Partners either as a
distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.
(b) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines in its
discretion to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445
and 1446 of the Code. To the extent that the Partnership is required or elects to
withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income or from a distribution to any Partner or assignee (including, without limitation,
by reason of Section 1446 of the Code), the amount withheld may at the discretion of the General Partner be treated by the Partnership as a distribution of cash pursuant to Section 6.3 or Section 12.4(c) in the amount of such
withholding from such Partner.
Section
2.
RATIFICATION OF PARTNERSHIP AGREEMENT
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Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.
Section
3.
GOVERNING LAW
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This Amendment shall be construed in accordance with and governed by
the laws of the State of Delaware, without regard to the principles of conflicts of law.
(Signature Page Follows)
IN WITNESS WHEREOF, this Amendment has been executed as of February 26, 2018.
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GENERAL PARTNER:
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SHELL MIDSTREAM PARTNERS GP LLC
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By:
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/s/ Shawn J. Carsten
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Name: Shawn J. Carsten
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Title: Vice President and Chief Financial Officer
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Exhibit 99.1
Feb 27, 2018
Shell
Midstream Partners, L.P. 2017 Form
10-K
Available on Website
Houston, Feb. 27, 2018 (GLOBE NEWSWIRE) —
Shell Midstream Partners, L.P. (NYSE: SHLX) today announced that its Annual Report on Form
10-K
for the fiscal year ended December 31, 2017 was filed today with the U.S. Securities and Exchange Commission
and can be viewed on the Partnership’s website at
www.shellmidstreampartners.com
. The filing can be accessed by selecting the ‘Financial Reporting” link.
Also, upon written request, limited partners may receive, free of charge, a printed copy of the Partnership’s Annual Report on Form
10-K,
which includes audited financial statements. Requests should be communicated in writing to Shell Midstream Partners, L.P., Attention: Courtney Selinidis, Investor Relations at 150 N. Dairy Ashford, Houston,
Texas 77079.
TAX CONSIDERATIONS
This release is
intended to be a qualified notice to nominees as provided for under Treasury Regulation
Section 1.1446-4(b)(4)
and (d). Please note that 100 percent of Shell Midstream Partners, L.P.‘s
distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of Shell Midstream Partners, L.P.‘s distributions to foreign investors are subject to federal
income tax withholding at the highest effective tax rate for individuals or corporations, as applicable.
Nominees and not Shell Midstream Partners, L.P.,
are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
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About Shell Midstream Partners, L.P.
Shell
Midstream Partners, headquartered in Houston, Texas, is a
fee-based,
growth-oriented master limited partnership that owns, operates, develops and acquires pipelines and other midstream assets. Our assets
include interests in entities that own crude oil and refined products pipelines and terminals that serve as key infrastructure to (i) transport onshore and offshore crude oil production to Gulf Coast and Midwest refining markets and
(ii) deliver refined products from those markets to major demand centers. Our assets also include interests in entities that own natural gas and refinery gas pipelines which transport offshore natural gas to market hubs and deliver refinery gas
from refineries and plants to chemical sites along the Gulf Coast.
Inquiries:
Shell Media Relations: +1 832 337 4355
Shell Investor Relations
North America: +1 832 337 2034