News Releases

Baker Botts Represents Shell in Separation of its Motiva Joint Venture with Subsidiary of Saudi Aramco

News Release
Deal Description: On May 1, 2017, Royal Dutch Shell plc (“Shell”) announced the completion of  the transaction to separate the assets, liabilities and businesses of Motiva Enterprises LLC, a 50/50 joint venture with a U.S. subsidiary of Shell and a U.S. subsidiary of Saudi Aramco. Following the separation:
 
  • Shell (through various affiliated companies) assumes sole ownership of the Norco, Louisiana, refinery (where Shell operates a chemicals plant), the Convent, Louisiana, refinery, 11 distribution terminals, and Shell-branded markets in Alabama, Mississippi, Tennessee, Louisiana, a portion of the Florida panhandle and the northeastern region of the U.S.
  •  Saudi Aramco (through its wholly owned Saudi Refining, Inc. “SRI” subsidiary) assumes full ownership of the Motiva Enterprises LLC name and legal entity, including the refinery at Port Arthur, Texas, and 24 distribution terminals. Additionally, Motiva has the right to exclusively sell Shell-branded gasoline and diesel in Georgia, North Carolina, South Carolina, Virginia, Maryland and Washington, D.C., as well as the eastern half of Texas and the majority of Florida.
  
A balancing payment of $2.2 billion, subject to adjustments including for working capital was a part of the separation transaction.  This value was satisfied by a combination of SRI assuming more than its 50% of Motiva’s net debt and a cash payment for the balance.

 
Baker Botts represented Shell* in this transaction. 
 
Baker Botts Lawyers/Office Involved

*Please note: the companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate legal entities.  In this announcement “Shell” is used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general.


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