Chevron Corporation (NYSE: CVX) announced today that it has
submitted a non-binding proposal to the Board of Directors of Noble
Midstream GP LLC, the general partner of Noble Midstream Partners
LP (NASDAQ: NBLX), to acquire all of the publicly held
common units representing limited partner interests in NBLX not
already owned by Chevron and its affiliates (the “Common
Units”). Chevron is proposing to acquire the Common Units
through a merger transaction in exchange for shares of common stock
of Chevron, at a value of $12.47 per Common Unit (based on the most
recent closing price of NBLX Common Units as of February 4, 2021).
Chevron expects the proposed transaction to align long term
interests by efficiently combining two highly integrated businesses
while streamlining governance of the NBLX assets, which primarily
serve Chevron as its largest customer. Agreement of definitive
terms is subject to negotiations and approval by the Board of
Directors of NBLX. There can be no assurance that any such
approvals will be forthcoming, that a definitive agreement will be
executed, or that any transaction will be consummated.
About NBLX
NBLX is a master limited partnership originally formed by Noble
Energy, Inc. and indirectly majority-owned by Chevron Corporation
to own, operate, develop and acquire domestic midstream
infrastructure assets. NBLX 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. NBLX operations were integrated into Chevron in 2020
following the close of the Noble Energy acquisition.
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.
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 operations that are based on 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, Chevron
undertakes no 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:
the negotiation and execution, and the terms and conditions, of a
definitive agreement relating to the proposed transaction and the
ability of Chevron or NBLX to enter into or consummate such an
agreement; 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; the company’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 21 of the company's 2019 Annual Report
on Form 10-K, as updated by Part II, Item 1A, "Risk Factors" in the
company's subsequently filed Quarterly Reports on Form 10-Q, 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 proposal that Chevron made for a business
combination transaction with NBLX, subject to further developments
and if a transaction is agreed, Chevron and NBLX may file one or
more registration statements, information statements, consent
solicitation statements, proxy statements, prospectuses, or other
documents with the U.S. Securities and Exchange Commission (“SEC”).
INVESTORS AND SECURITYHOLDERS OF CHEVRON AND NBLX ARE ADVISED TO
CAREFULLY READ ANY REGISTRATION STATEMENT, INFORMATION STAEMENT,
CONSENT SOLICITATION STATEMENT, PROXY STATEMENT, PROSPECTUS, OR
OTHER DOCUMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO)
IF AND 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. Any
definitive information statement, consent solicitation statement,
or proxy statement, if any when available, will be sent to
securityholders of NBLX in connection with any solicitation of
proxies or consents of NBLX 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 NBLX 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 NBLX’s website at
www.nblmidstream.com under the “Investors” tab and the “SEC
Filings” sub-tab.
Participants in the Solicitation
Chevron, NBLX 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
NBLX’s Annual Report on Form 10-K for the year ended December 31,
2019, which was filed with the SEC on February 12, 2020, 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/20210205005088/en/
Braden Reddall, Chevron, 925-842-2209
Chevron (NYSE:CVX)
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