- Simplifies governance and corporate structure
- Enables further integration in support of leading DJ &
Permian positions
- Transaction expected to close in 2Q 2021
Chevron Corporation (NYSE: CVX) (“Chevron”) and Noble
Midstream Partners, LP (NASDAQ: NBLX) (“Noble Midstream”)
announced today that they have entered into a definitive agreement
for Chevron to acquire all (33.925 million) of the publicly held
common units representing the limited partner interests in Noble
Midstream, not already owned by Chevron and its affiliates (the
“Common Units”), in an all-stock transaction whereby each
outstanding unitholder of Noble Midstream would receive 0.1393 of a
share of common stock of Chevron in exchange for each Common Unit
owned.
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“We believe this buy-in transaction is the best solution for all
stakeholders, enabling us to simplify the governance structure and
capture value in support of our leading positions in the DJ and
Permian basins,” said Colin Parfitt, Vice President of Chevron
Midstream and Chairman of the Board of Directors (the
“Board”) of the general partner of Noble Midstream Partners
LP.
The Conflicts Committee of the Board, comprised entirely of
independent directors, after consultation with its independent
legal and financial advisors, unanimously approved the merger.
Subsequently, the merger was approved by the Board.
The transaction is expected to close in the second quarter of
2021, subject to customary approvals. A subsidiary of Chevron, as
the holder of a majority of the outstanding Common Units, has voted
its units to approve the transaction.
Advisors
Citi is acting as financial advisor and Latham & Watkins LLP
is acting as legal advisor to Chevron. Janney Montgomery Scott is
acting as financial advisor and Baker Botts L.L.P. is acting as
legal advisor to the Conflicts Committee of the Board.
About Chevron
Chevron Corporation is one of the world’s leading integrated
energy companies. Through its subsidiaries that conduct business
worldwide, the company is involved in virtually every facet of the
energy industry. Chevron explores for, produces and transports
crude oil and natural gas; refines, markets and distributes
transportation fuels and lubricants; manufactures and sells
petrochemicals and additives; generates power; and develops and
deploys technologies that enhance business value in every aspect of
the company’s operations. Chevron is based in San Ramon,
California. More information about Chevron is available at
www.chevron.com.
About Noble Midstream
Noble Midstream is a master limited partnership originally
formed by Noble Energy, Inc. and majority-owned by Chevron
Corporation to own, operate, develop and acquire domestic midstream
infrastructure assets. Noble Midstream currently provides crude
oil, natural gas, and water-related midstream services and owns
equity interests in oil pipelines in the DJ Basin in Colorado and
the Delaware Basin in Texas. Noble Midstream strives to be the
midstream provider and partner of choice for its safe operations,
reliability, and strong relationships while enhancing value for all
stakeholders. For more information, please visit
www.nblmidstream.com.
As used in this news release, the term “Chevron” and such terms
as “the company,” “the corporation,” “our,” “we,” “us” and “its”
may refer to Chevron Corporation, one or more of its consolidated
subsidiaries, or to all of them taken as a whole. All of these
terms are used for convenience only and are not intended as a
precise description of any of the separate companies, each of which
manages its own affairs.
Please visit Chevron’s website and Investor Relations page at
www.chevron.com and www.chevron.com/investors, LinkedIn:
www.linkedin.com/company/chevron, Twitter: @Chevron, Facebook:
www.facebook.com/chevron, and Instagram: www.instagram.com/chevron,
where Chevron often discloses important information about the
company, its business, and its results of operations.
CAUTIONARY STATEMENTS RELEVANT TO
FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR”
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
This news release contains forward-looking statements relating
to Chevron’s and Noble Midstream’s operations that are based on
their respective management's current expectations, estimates and
projections about the petroleum, chemicals and other energy-related
industries. Words or phrases such as “anticipates,” “expects,”
“intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,”
“seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,”
“could,” “should,” “will,” “budgets,” “outlook,” “trends,”
“guidance,” “focus,” “on schedule,” “on track,” “is slated,”
“goals,” “objectives,” “strategies,” “opportunities,” “poised,”
“potential” and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties
and other factors, many of which are beyond the company’s control
and are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. The reader should not place
undue reliance on these forward-looking statements, which speak
only as of the date of this news release. Unless legally required,
neither Chevron nor Noble Midstream undertake any obligation to
update publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Among the important factors that could cause actual results to
differ materially from those in the forward-looking statements are:
statements regarding the expected benefits of the proposed
transaction to Chevron and its shareholders and Noble Midstream and
its unitholders; the anticipated consummation of the proposed
transaction and the timing thereof; changing crude oil and natural
gas prices and demand for our products, and production curtailments
due to market conditions; crude oil production quotas or other
actions that might be imposed by the Organization of Petroleum
Exporting Countries and other producing countries; public health
crises, such as pandemics (including coronavirus (COVID-19)) and
epidemics, and any related government policies and actions;
changing economic, regulatory and political environments in the
various countries in which the company operates; general domestic
and international economic and political conditions; changing
refining, marketing and chemicals margins; the company’s ability to
realize anticipated cost savings, expenditure reductions and
efficiencies associated with enterprise transformation initiatives;
actions of competitors or regulators; timing of exploration
expenses; timing of crude oil liftings; the competitiveness of
alternate-energy sources or product substitutes; technological
developments; the results of operations and financial condition of
the company’s suppliers, vendors, partners and equity affiliates,
particularly during extended periods of low prices for crude oil
and natural gas during the COVID-19 pandemic; the inability or
failure of the company’s joint-venture partners to fund their share
of operations and development activities; the potential failure to
achieve expected net production from existing and future crude oil
and natural gas development projects; potential delays in the
development, construction or start-up of planned projects; the
potential disruption or interruption of the company’s operations
due to war, accidents, political events, civil unrest, severe
weather, cyber threats, terrorist acts, or other natural or human
causes beyond the company’s control; the potential liability for
remedial actions or assessments under existing or future
environmental regulations and litigation; significant operational,
investment or product changes required by existing or future
environmental statutes and regulations, including international
agreements and national or regional legislation and regulatory
measures to limit or reduce greenhouse gas emissions; the potential
liability resulting from pending or future litigation; the
company's ability to achieve the anticipated benefits from the
acquisition of Noble Energy; the company’s future acquisitions or
dispositions of assets or shares or the delay or failure of such
transactions to close based on required closing conditions; the
potential for gains and losses from asset dispositions or
impairments; government mandated sales, divestitures,
recapitalizations, industry-specific taxes, tariffs, sanctions,
changes in fiscal terms or restrictions on scope of company
operations; foreign currency movements compared with the U.S.
dollar; material reductions in corporate liquidity and access to
debt markets; the receipt of required Board authorizations to pay
future dividends; the effects of changed accounting rules under
generally accepted accounting principles promulgated by
rule-setting bodies; Chevron’s ability to identify and mitigate the
risks and hazards inherent in operating in the global energy
industry; and the factors set forth under the heading “Risk
Factors” on pages 18 through 23 of the company's 2020 Annual Report
on Form 10-K and in other subsequent filings with the U.S.
Securities and Exchange Commission. Other unpredictable or unknown
factors not discussed in this news release could also have material
adverse effects on forward-looking statements.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the transaction or otherwise, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Chevron will file a
registration statement on Form S-4, which will include an
information statement of Noble Midstream, with the U.S. Securities
and Exchange Commission (“SEC”). INVESTORS AND SECURITYHOLDERS OF
CHEVRON AND NOBLE MIDSTREAM ARE ADVISED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND INFORMATION STATEMENT, PROSPECTUS, OR
OTHER DOCUMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO)
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION
AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive
information statement will be sent to securityholders of Noble
Midstream in connection with any solicitation of proxies or
consents of Noble Midstream unitholders relating to the proposed
transaction. Investors and securityholders may obtain a free copy
of such documents and other relevant documents (if and when
available) filed by Chevron or Noble Midstream with the SEC from
the SEC’s website at www.sec.gov. Securityholders and other
interested parties will also be able to obtain, without charge, a
copy of such documents and other relevant documents (if and when
available) from Chevron’s website at www.chevron.com under the
“Investors” tab under the heading “SEC Filings” or from Noble
Midstream’s website at www.nblmidstream.com under the “Investors”
tab and the “SEC Filings” sub-tab.
Participants in the Solicitation
Chevron, Noble Midstream and their respective directors,
executive officers and certain other members of management may be
deemed to be participants in the solicitation of proxies and
consents in respect of the transaction. Information about these
persons is set forth in Chevron’s proxy statement relating to its
2020 Annual Meeting of Stockholders, which was filed with the SEC
on April 7, 2020, and Noble Midstream’s Annual Report on Form 10-K
for the year ended December 31, 2020, which was filed with the SEC
on February 12, 2021, and subsequent statements of changes in
beneficial ownership on file with the SEC. Securityholders and
investors may obtain additional information regarding the interests
of such persons, which may be different than those of the
respective companies’ securityholders generally, by reading the
consent solicitation statement prospectus statement, or other
relevant documents regarding the transaction (if and when
available), which may be filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210305005106/en/
Braden Reddall, Chevron, 925-842-2209 Park Carrere, Noble
Midstream, 281-872-3208
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