Current Report Filing (8-k)
December 15 2017 - 12:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 12, 2017
Noble Midstream Partners LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-37640
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47-3011449
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1001 Noble Energy Way
Houston, Texas
(Address
of principal executive offices)
77070
(Zip code)
(281)
872-3100
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the
Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01.
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Entry into a Material Definitive Agreement
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On December 12, 2017, Noble Midstream
Partners LP (the Partnership) entered into an Underwriting Agreement (the Underwriting Agreement) by and among the Partnership, its general partner, Noble Midstream GP LLC (the General Partner) and Citigroup
Global Markets Inc., as representative of the several underwriters named therein (the Underwriters), providing for the offer and sale by the Partnership, and the purchase by the Underwriters of 3,680,000 common units representing limited
partner interests in the Partnership (the Common Units), which includes 480,000 Common Units issued pursuant to the Underwriters exercise of their option to purchase additional Common Units, at a price of $47.50 per Common Unit
(the Offering).
The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and
customary conditions to closing, obligations of the parties and termination provisions. The Partnership and the General Partner have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended (the Securities Act), and to contribute to payments the Underwriters may be required to make in respect of those liabilities.
The Offering was made pursuant to the Partnerships effective Registration Statement on Form
S-3
(Registration
No. 333-221252),
as supplemented by the Prospectus Supplement dated December 12, 2017, relating to the Common Units, filed with the SEC pursuant to Rule 424(b) of the Securities Act.
The closing of the sale of the Common Units occurred on December 15, 2017.
As more fully described under the caption
Underwriting in the Prospectus Supplement, from time to time, the underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with the Partnership in the ordinary
course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions. Affiliates of each of the Underwriters are lenders under the
Partnerships revolving credit facility and, accordingly, may receive a portion of the net proceeds from the Offering.
The foregoing
description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated into this Item 1.01 by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Noble Midstream Partners LP
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By:
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Noble Midstream GP LLC,
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its General Partner
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Date: December 15, 2017
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By:
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/s/ John F. Bookout, IV
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John F. Bookout, IV
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Chief Financial Officer
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3
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