Explanatory Note: This Amendment No. 3 amends and supplements the Statement on Schedule
13D filed on September 20, 2016 with the Securities and Exchange Commission (the Commission), as amended and supplemented by Amendment No. 1 filed on June 20, 2017 and by Amendment No. 2 filed on
February 14, 2019, relating to the common units (Common Units) representing limited partner interests in Noble Midstream Partners LP (the Issuer or Partnership), a Delaware limited
partnership (such Schedule 13D as amended and supplemented, the Original Schedule 13D). The Original Schedule 13D is hereby supplemented by Noble Energy, Inc., a Delaware corporation (Noble) and (ii) NBL
Midstream, LLC, a Delaware limited liability company (NBL Midstream, and together with Noble, the Reporting Persons).
Item 1.
|
Security and Issuer
|
Item 1 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
This Schedule 13D relates to the common units representing limited partner interests (the Common Units) of Noble Midstream
Partners LP, a Delaware limited partnership (the Issuer), which has its principal executive office at 1001 Noble Energy Way, Houston, Texas, 77070.
The subordination period as set forth in the First Amended and Restated Agreement of Limited Partnership of the Partnership (the
Partnership Agreement) terminated in connection with the payment of the distribution to unitholders in respect of the quarter ended March 31, 2019. As a result, on May 14, 2019, all 15,902,584 Subordinated Units, which
were owned entirely by the Reporting Persons, converted into Common Units on a one-for-one basis and thereafter participate on terms equal with all other Common Units in
distributions from available cash. Additionally, pursuant to the Contribution and Simplification Agreement (as defined below), all of the Incentive Distribution Rights (IDRs) held by NBL Midstream, which constituted all of the
issued and outstanding IDRs, were converted into Common Units of the Partnership.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
In December 2014, Noble formed the Issuer to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets.
Currently, the Issuers operating areas of focus are the Denver-Julesburg Basin in Colorado and the Delaware Basin, within the Permian Basin, in Texas. The Issuer is Nobles primary vehicle for domestic midstream operations in the onshore
United States outside of the Marcellus Shale in the northeastern United States.
On September 20, 2016 the Issuer completed an
initial public offering of 14,375,000 Common Units, including 1,875,000 Common Units issued pursuant to the underwriters overallotment option (the IPO). In connection with the completion of the IPO, Noble; the Issuer; NBL
Midstream; NBL Midstream Holdings LLC (NBL Midstream Holdings); Noble Midstream GP LLC (the General Partner); Noble Midstream Services, LLC (Midstream Services); Blanco River DevCo LP (the
Blanco River LP); Colorado DevCo GP LLC, Green River DevCo GP LLC, Gunnison River DevCo GP LLC, Laramie River DevCo GP LLC, San Juan River Devco GP LLC and Blanco River DevCo GP LLC (the GP Subsidiaries),
entered into a contribution, conveyance and assumption agreement, dated September 20, 2016 (the Contribution Agreement). Pursuant to the Contribution Agreement (a) Midstream Services distributed to NBL Midstream its
(i) general partner interest in the General Partner, (ii) limited partner interest in the Issuer and (iii) limited partner interests in Blanco River LP, Colorado River DevCo LP, Green River DevCo LP, Gunnison River DevCo LP, and San
Juan River DevCo LP, (b) the Issuer redeemed the 1% general partner interest in the General Partner and the General Partner issued a non-economic general partner interest; and (c) NBL Midstream
contributed to the Issuer 100% of the membership interests in Midstream Services in exchange for (i) 1,527,584 Common Units and 15,902,584 Subordinated Units, (ii) all of the incentive distribution rights of the Issuer and (iii) the right
to receive a portion of the net proceeds of the offering of the Common Units. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, as described in the Prospectus.
3