United States securities and exchange commission logo
September 6, 2022
Joshua Davidson
Partner
Baker Botts L.L.P.
910 Louisiana Street
Houston, TX 77002
Re: Shell Midstream
Partners, L.P.
Schedule 13E-3
filed by Shell Midstream Partners, L.P., Shell Midstream
Partners GP LLC,
Semisonic Enterprises LLC, and
Shell Midstream LP
Holdings LLC, and Shell USA, Inc.
Filed August 17,
2022
File No. 005-88401
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Preliminary
Information Statement filed August 17, 2022
File No. 001-36710
Dear Mr. Davidson:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Information Statement
Reasons for Approval of the Merger Agreement, page 25
1. We note that the GP
Board based its fairness determination in part on the recommendation
of the Conflicts
Committee. We also note that the Conflicts Committee considered the
Intrepid opinion. Note
that if any filing person has based its fairness determination on the
analysis of factors
undertaken by others, such person must expressly adopt this analysis
and discussion as their
own in order to satisfy the disclosure obligation. See Question 20
of Exchange Act Release
No. 34-17719 (April 13, 1981). Thus, please revise to state, if
true, that the GP Board
adopted the Conflicts Committee analyses and conclusion as its
Joshua Davidson
Baker Botts L.L.P.
September 6, 2022
Page 2
own and, similarly, that the Conflicts Committee adopted Intrepid's
analyses and
conclusions as its own. Alternatively, revise your disclosure to
include disclosure
responsive to Item 1014 of Regulation M-A and to address the factors
listed in instruction
2 to Item 1014.
Unaudited Financial Projections of the Partnership, page 33
2. Please revise to include the full projections instead of a summary.
Opinion of Financial Advisor to the Conflicts Committee, page 36
3. Please revise this section to disclose the data underlying the results
described in the
sections for the Public Company Peer Group Trading and the Precedent
Transactions analyses and to show how that information resulted in the
multiples/values
disclosed.
Incorporation of Certain Documents by Reference, page 82
4. Note that neither Schedule 13E-3 nor Schedule 14C specifically permit
general forward
incorporation of documents to be filed in the future. Rather, you
must specifically amend
your document to specifically list any such filings. Please revise.
Annex B, page B-1
5. The Intrepid opinion states that it "shall not be disclosed, quoted,
referred to or
communicated (in whole or in part) to, made available to, or relied
upon by, any third
party, nor shall any public reference to us be made disclosed, quoted,
referred to or
communicated (in whole or in part) to, made available to, or relied
upon by, any third
party, nor shall any public reference to us be made, for any purpose
whatsoever except in
accordance with our engagement letter with the Committee." Revise to
affirmatively state
that such engagement letter includes a consent for use of the opinion
in connection with
the transaction filings.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Daniel Duchovny at (202) 551-3619.
FirstName LastNameJoshua Davidson Sincerely,
Comapany NameBaker Botts L.L.P.
Division of
Corporation Finance
September 6, 2022 Page 2 Office of
Mergers & Acquisitions
FirstName LastName