AGREEMENT AND PLAN OF MERGER by and among SHELL USA, INC., SEMISONIC ENTERPRISES LLC, SHELL MIDSTREAM LP HOLDINGS LLC, SHELL MIDSTREAM PARTNERS GP LLC, and SHELL MIDSTREAM PARTNERS, L.P. July 25, 2022Merger Agreement • July 25th, 2022 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2022 (this “Agreement”), is entered into by and among Shell USA, Inc., a Delaware corporation (“Parent”), Shell Midstream LP Holdings LLC, a Delaware limited liability company and indirect wholly owned Subsidiary of Parent (“Holdings”), Semisonic Enterprises LLC, a Delaware limited liability company and indirect wholly owned Subsidiary of Parent (“Merger Sub”), Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), and Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.
