HOUSTON, Oct. 19,
2022 /PRNewswire/ -- Shell USA, Inc. ("Shell USA") and Shell Midstream Partners, L.P.
(NYSE: SHLX) ("SHLX") today announced the completion of the
transactions contemplated by the previously announced agreement and
plan of merger, pursuant to which Shell USA acquired all of the common units
representing limited partner interests in SHLX not held by Shell
USA or its affiliates (the "Public
Common Units") for $15.85 per Public
Common Unit in cash and a total value of approximately $1.96 billion. As a result of the
transaction, SHLX is now an indirect, wholly owned subsidiary of
Shell USA.
Effective with the opening of markets today, SHLX's units will
no longer be listed on the New York Stock Exchange, and it will
cease to be a publicly traded company.
Cautionary Note
The companies in which Shell plc directly and indirectly owns
investments are separate legal entities. In this announcement,
"Shell", "Shell Group" and "Group" are sometimes used for
convenience where references are made to Shell plc and its
subsidiaries in general. Likewise, the words "we", "us" and "our"
are also used to refer to Shell plc and its subsidiaries in general
or to those who work for them. These terms are also used where no
useful purpose is served by identifying the particular entity or
entities. ''Subsidiaries'', "Shell subsidiaries" and "Shell
companies" as used in this announcement refer to entities over
which Shell plc either directly or indirectly has control. Entities
and unincorporated arrangements over which Shell has joint control
are generally referred to as "joint ventures" and "joint
operations", respectively. "Joint ventures" and "joint operations"
are collectively referred to as "joint arrangements".
Entities over which Shell has significant influence but neither
control nor joint control are referred to as "associates". The term
"Shell interest" is used for convenience to indicate the direct
and/or indirect ownership interest held by Shell in an entity or
unincorporated joint arrangement, after exclusion of all
third-party interest.
Forward-Looking Statements of Shell
This announcement contains forward-looking statements (within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995) concerning the statements related to the Transaction as
described above. 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
expressing management's expectations, beliefs, estimates,
forecasts, projections and assumptions. These forward-looking
statements are identified by their use of terms and phrases such as
"aim", "ambition", ''anticipate'', ''believe'', ''could'',
''estimate'', ''expect'', ''goals'', ''intend'', ''may'',
"milestones", ''objectives'', ''outlook'', ''plan'', ''probably'',
''project'', ''risks'', "schedule", ''seek'', ''should'',
''target'', ''will'' and similar terms and phrases. There are a
number of factors that could affect the future operations of Shell
and could cause those results to differ materially from those
expressed in the forward-looking statements included in this
announcement, including (without limitation): (a) price
fluctuations in crude oil and natural gas; (b) changes in demand
for Shell's products; (c) currency fluctuations; (d) drilling and
production results; (e) reserves estimates; (f) loss of market
share and industry competition; (g) environmental and physical
risks; (h) risks associated with the identification of suitable
potential acquisition properties and targets, and successful
negotiation and completion of such transactions; (i) the risk of
doing business in developing countries and countries subject to
international sanctions; (j) legislative, judicial, fiscal and
regulatory developments including regulatory measures addressing
climate change; (k) economic and financial market conditions in
various countries and regions; (l) political risks, including the
risks of expropriation and renegotiation of the terms of contracts
with governmental entities, delays or advancements in the approval
of the Transaction; (m) risks associated with the impact of
pandemics, such as the COVID-19 (coronavirus) outbreak; and (n)
changes in trading conditions. All forward-looking statements
contained in this announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this section. Readers should not place undue reliance on
forward-looking statements. Additional risk factors that may affect
future results are contained in Shell plc's Form 20-F for the year
ended December 31, 2021 (available at www.shell.com/investor and
www.sec.gov). These risk factors also expressly qualify all
forward-looking statements contained in this announcement and
should be considered by the reader. Each forward-looking statement
speaks only as of the date of this announcement, October 19, 2022.
Neither Shell plc nor any of its subsidiaries undertake any
obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or other
information. In light of these risks, results could differ
materially from those stated, implied or inferred from the
forward-looking statements contained in this announcement.
Shell's net carbon footprint
Also, in this announcement we may refer to Shell's "Net Carbon
Footprint" or "Net Carbon Intensity", which include Shell's carbon
emissions from the production of our energy products, our
suppliers' carbon emissions in supplying energy for that production
and our customers' carbon emissions associated with their use of
the energy products we sell. Shell only controls its own emissions.
The use of the term Shell's "Net Carbon Footprint" or "Net Carbon
Intensity" are for convenience only and not intended to suggest
these emissions are those of Shell plc or its subsidiaries.
Shell's net-Zero Emissions Target
Shell's operating plan, outlook and budgets are forecasted for a
ten-year period and are updated every year. They reflect the
current economic environment and what we can reasonably expect to
see over the next ten years. Accordingly, they reflect our Scope 1,
Scope 2 and Net Carbon Footprint (NCF) targets over the next ten
years. However, Shell's operating plans cannot reflect our
2050 net-zero emissions target and 2035 NCF target, as these
targets are currently outside our planning period. In the future,
as society moves towards net-zero emissions, we expect Shell's
operating plans to reflect this movement. However, if society is
not net zero in 2050, as of today, there would be significant risk
that Shell may not meet this target.
Forward Looking Non-GAAP measures
This announcement may contain certain forward-looking non-GAAP
measures such as cash capital expenditure and divestments. We are
unable to provide a reconciliation of these forward-looking
non-GAAP measures to the most comparable GAAP financial measures
because certain information needed to reconcile those non-GAAP
measures to the most comparable GAAP financial measures is
dependent on future events some of which are outside the control of
Shell, such as oil and gas prices, interest rates and exchange
rates. Moreover, estimating such GAAP measures with the required
precision necessary to provide a meaningful reconciliation is
extremely difficult and could not be accomplished without
unreasonable effort. Non-GAAP measures in respect of future periods
which cannot be reconciled to the most comparable GAAP financial
measure are calculated in a manner which is consistent with the
accounting policies applied in Shell plc's consolidated financial
statements.
The contents of websites referred to in this announcement do not
form part of this announcement.
We may have used certain terms, such as resources, in this
announcement that the United States Securities and Exchange
Commission (SEC) strictly prohibits us from including in our
filings with the SEC. Investors are urged to consider closely
the disclosure in our Form 20-F, File No 1-32575, available on the
SEC website www.sec.gov.
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SOURCE Shell USA, Inc.
