The underwriters of the offering have a 30-day option to purchase up to an additional 6,000,000 common units from Shell Midstream Partners. The common units will begin trading on the New York Stock Exchange on October 29, 2014 under the ticker symbol “SHLX.”  The offering is expected to close on or about November 3, 2014, subject to customary closing conditions. 

At the closing of this offering, the public will own a 29.0 percent limited partner interest in Shell Midstream Partners, or a 33.4 percent limited partner interest if the underwriters exercise in full their option to purchase additional common units.

Royal Dutch Shell, through certain of its subsidiaries, will own the remaining limited partner interest in Shell Midstream Partners, as well as its 2.0 percent general partner interest.

Barclays, Citigroup, Morgan Stanley and UBS Investment Bank are acting as book-running managers for the offering.Credit Suisse, Goldman Sachs, JP Morgan, Wells Fargo, RBC Capital Markets and Credit Agricole are acting as co-managers. The offering is being made only by means of a prospectus.  

Once it becomes available, potential investors can obtain a prospectus that meets the requirements of Section 10 of the Securities Act of 1933 from:

Barclays

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Phone: 1-888-603-5847

barclaysprospectus@broadridge.com

Citigroup

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, New York 11717

Phone: 1-800- 831-9146

prospectus@citi.com

Morgan Stanley

Attention: Prospectus Department

180 Varick Street

New York, New York 10014

Prospectus@morganstanley.com

UBS Investment Bank

Attn: Prospectus Dept.

299 Park Avenue

New York, New York 10171

Phone: 1-888-827-7275

To obtain a copy of the prospectus free of charge, visit the SEC’s website, www.sec.gov, and search under the registrant’s name, “Shell Midstream Partners.”

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sales of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Shell Midstream Partners

Shell Midstream Partners is a fee-based, growth-oriented master limited partnership recently formed by Royal Dutch Shell to own, operate, develop and acquire pipelines and other midstream assets. Shell Midstream Partners’ initial assets consist of interests in entities that own crude oil and refined products pipelines serving as key infrastructure to transport growing onshore and offshore crude oil production to Gulf Coast refining markets and to deliver refined products from those markets to major demand centers.

Enquiries

Shell Media Relations

+1 713 241 4544

Shell Investor Relations

+1 832 337 2034

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the federal securities laws.  Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. 

Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by our management. 

These forward-looking statements involve certain risks and uncertainties, including, among others, that our business plans may change as circumstances warrant, our common units may not begin trading on the New York Stock Exchange as expected and the offering may not close as expected. 

For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the "Risk Factors" section of the prospectus included in the registration statement on Form S-1, in the form last filed with the SEC. 

We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

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