Noble Midstream Announces Update on Anticipated Timing of Merger Closing and Quarterly Distribution
April 29 2021 - 5:00PM
Business Wire
Noble Midstream Partners LP (NASDAQ: NBLX) (“Noble
Midstream” or the “Partnership”) announced today that it expects to
close the previously announced merger transaction with Chevron
Corporation (“Chevron”) in mid-May. Under the terms of the merger
agreement, at the closing, all of the publicly held common units
representing limited partner interests in the Partnership will
convert into the right to receive newly issued shares of Chevron
common stock. As a result, Partnership unitholders are not expected
to receive a quarterly distribution from the Partnership for the
quarter ended March 31, 2021, and instead, unitholders are expected
to receive a quarterly dividend, payable June 10, 2021, from
Chevron for the quarter ended March 31, 2021, provided that such
unitholders continue to hold the shares of Chevron common stock
received in the merger on May 19, 2021, the record date for the
Chevron quarterly dividend.
The Partnership expects to file its Form 10-Q for the quarter
ended March 31, 2021 with the SEC in early May. Due to the
anticipated timing of the closing of the merger, the Partnership
will not host an earnings call for the quarter ended March 31,
2021, nor will it release a statement regarding earnings or hold an
investor presentation.
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.
Cautionary Statements
This news release contains certain “forward-looking statements”
within the meaning of federal securities law. Words such as
“anticipates”, “believes”, “expects”, “intends”, “will”, “should”,
“may”, “estimates”, “strategy”, “objective” and similar expressions
may be used to identify forward-looking statements. Forward-looking
statements are not statements of historical fact and reflect the
Partnership’s current views about future events. No assurances can
be given that the forward-looking statements contained in this news
release will occur as projected, and actual results may differ
materially from those projected. Forward-looking statements are
based on current expectations, estimates and assumptions that
involve a number of risks and uncertainties that could cause actual
results to differ materially from those projected. Among the
important factors that could cause actual results to differ
materially from those in the forward-looking statements are the
realization of expected benefits of the proposed transaction to the
Partnership’s unitholders and the anticipated consummation of the
proposed transaction and the timing thereof. For further discussion
of risks and uncertainties, you should refer to those described
under “Risk Factors” and “Forward-Looking Statements” in the
Partnership’s most recent Annual Report on Form 10-K and in other
reports we file with the Securities and Exchange Commission
(“SEC”). These reports are also available from the Partnership’s
office or website, www.nblmidstream.com. Forward-looking statements
are based on the estimates and opinions of management at the time
the statements are made. Noble Midstream does not assume any
obligation to update forward-looking statements should
circumstances, management’s estimates, or opinions change.
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 filed a
registration statement on Form S-4, which included an information
statement of Noble Midstream, with the U.S. Securities and Exchange
Commission (“SEC”). The Registration Statement was declared
effective by the SEC on April 13, 2021. INVESTORS AND
SECURITYHOLDERS OF CHEVRON AND NOBLE MIDSTREAM ARE ADVISED TO
CAREFULLY READ THE REGISTRATION STATEMENT AND INFORMATION
STATEMENT, PROSPECTUS, AND OTHER RELEVANT DOCUMENTS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION
AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive
information statement has been mailed to securityholders of Noble
Midstream. Investors and securityholders may obtain a free copy of
such documents and other relevant documents filed by Chevron or
Noble Midstream with the SEC from the SEC’s website at www.sec.gov.
Securityholders and other interested parties are also able to
obtain, without charge, a copy of such documents and other relevant
documents 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
2021 Annual Meeting of Stockholders, which was filed with the SEC
on April 8, 2021, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210429005840/en/
Park Carrere Investor Relations (281) 872-3208
park.carrere@nblmidstream.com
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