SHELL MIDSTREAM PARTNERS, L.P. 11,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2016 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York
Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to sell to Barclays Capital Inc. (the “Underwriter”) 11,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”). In addition, the Partnership proposes to grant the Underwriter an option to purchase up to 1,650,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”) of this agreement (this “Agreement”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.”
