Saudi Aramco and Royal Dutch Shell said Thursday they have agreed to unwind their downstream joint venture Motiva.

Saudi Aramco, through its wholly owned Saudi Refining (SRI), and Royal Dutch Shell, through its U.S. downstream affiliate, have signed a non-binding Letter of Intent to divide the assets of Motiva Enterprises.

The Motiva joint venture was formed in 1998 and has operated as a 50/50 refining and marketing joint venture between the parties since 2002.

In the proposed division of assets, SRI will retain the Motiva name, assume sole ownership of the Port Arthur, Texas refinery and retain 26 distribution terminals.

SRI will also have an exclusive license to use the Shell brand for gasoline and diesel sales in Texas, the majority of the Mississippi Valley and the Southeast and Mid-Atlantic markets.

Shell will assume sole ownership of the Norco, Louisiana refinery, where Shell operates a chemicals plant, the Convent, Louisiana refinery, nine distribution terminals and Shell branded markets in Florida, Louisiana and the Northeastern region.

“Motiva’s performance has been transformed in the last two years. We propose to combine the assets we will retain from the joint venture with Shell’s other Downstream assets in North America. This is consistent with both the Group and Downstream strategy to provide simpler and more highly integrated businesses which deliver increased cash and returns,” Shell Downstream Director John Abbott said.

During the period of transition, shareholder financing support arrangements for Motiva will remain in place and both shareholders said they are “committed to maintaining Motiva’s balance sheet strength and liquidity.

Under the terms of the LOI, the partners will evaluate options and select an optimal deal structure to divide and transfer Motiva Enterprises’s assets, liabilities and employees between the companies.

No layoffs tied to the unwinding have been announced.

“Motiva has benefited greatly from the nearly two decades of support and resources provided by Shell and Saudi Aramco. While the parties work towards definitive agreements, Motiva will remain focused on our growth agenda, running operations in a safe, environmentally sound and efficient manner while continuing to reliably serve our customers,” Motiva president and CEO Dan Romasko said.

The companies added that they will make a further joint announcement “in due course.”


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