Introductory Note
This Schedule 13D relates to the beneficial ownership by the Reporting Persons (as defined below) of the common units representing limited
partner interests (the Common Units) of Noble Midstream Partners LP, a Delaware limited partnership (the Issuer). This Schedule 13D is being filed by the Reporting Persons pursuant to their joint filing
agreement (the Joint Filing Statement) filed as Exhibit A to this Schedule 13D.
On October 5, 2020, Chevron
Corporation, a Delaware corporation (Chevron), completed its previously announced acquisition of Noble Energy, Inc. (Noble), the indirect general partner and majority unitholder of the Issuer, through the merger
of Chelsea Merger Sub Inc., a direct, wholly owned subsidiary of Chevron (Merger Subsidiary), with and into Noble (the Merger), with Noble surviving and continuing as a direct, wholly owned subsidiary of
Chevron.
At the effective time of the Merger, in accordance with the Agreement and Plan of Merger, dated July 20, 2020 (the
Merger Agreement), by and among Noble, Chevron and Merger Subsidiary, each outstanding share of common stock of Noble (except as otherwise specified in the Merger Agreement) was converted into the right to receive 0.1191 of a
share of common stock of Chevron, plus cash in lieu of any fractional Chevron shares that otherwise would have been issued.
As a result
of the Merger, Chevron (i) indirectly, wholly owns and controls Noble Midstream GP LLC (the General Partner), the Issuers general partner, and (ii) indirectly holds approximately 62.5% of the Issuers Common
Units.
On October 5, 2020, in connection with the consummation of the Merger, Kenneth M. Fisher, Thomas H. Walker, Rachel G.
Clingman and Brent J. Smolik resigned from the board of directors (the Board) of the General Partner effective immediately following the consummation of the Merger.
On October 5. 2020, in connection with the consummation of the Merger, Chevron appointed Alana K. Knowles, Stephen W. Green, Colin E. Parfitt
and Andrei F.B. Behdjet to the Board. Additionally, Mr. Parfitt was appointed as Chairman of the Board.
On October 5, 2020, in
connection with the consummation of the Merger, the Board appointed Robin H. Fielder as President and Chief Executive Officer of the General Partner, to succeed Brent J. Smolik in such role.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, a copy of which is attached as Exhibit H hereto, and is incorporated by reference herein.
This Schedule 13D relates to the common units representing limited partner interests, which we refer to as the Common Units, of the Issuer,
which has its principal executive office at 1001 Noble Energy Way, Houston, Texas, 77070.
Item 2.
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Identity and Background
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Item 2 is hereby amended and restated as follows:
(a) The
reporting persons are (i) Chevron Corporation, a Delaware corporation, (ii) Noble Energy, Inc., a Delaware corporation, and (iii) NBL Midstream, LLC, a Delaware limited liability company (NBL Midstream and, together
with Chevron and Noble, the Reporting Persons).
NBL Midstream is a wholly-owned subsidiary of Noble and owner of all the membership
interests of the General Partner), which is the 0% non-economic general partner of the Issuer. NBL Midstream holds 56,447,616 common units representing 62.5% of the Issuers limited partner interests. As
a result of the Merger, Noble became an indirect, wholly owned subsidiary of Chevron. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
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