Noble Midstream Receives Non-Binding Chevron Offer to Acquire Outstanding LP Units
February 08 2021 - 8:00AM
Business Wire
Noble Midstream Partners LP (NASDAQ: NBLX) (“Noble
Midstream” or the “Partnership”) announced the Partnership has
received a non-binding proposal (the “Proposal”) from Chevron
Corporation (“Chevron”) to acquire all of the publicly held common
units representing limited partner interests in the Partnership not
already owned by Chevron and its affiliates.
The Board of Directors of Noble Midstream GP LLC (the “General
Partner”), the general partner of Noble Midstream, has delegated
authority to its conflicts committee to negotiate the terms of the
proposed transaction on behalf of the unaffiliated Noble Midstream
unitholders, as is customary in similar transactions. The Proposal
is subject to the negotiation and execution of a definitive
agreement, as well as approval by the Board of Directors of the
General Partner. There is no assurance that any such approvals will
be forthcoming, that such definitive agreement will be executed, or
that any transaction will be consummated.
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
negotiation and execution, and the terms and conditions, of a
definitive agreement relating to the Proposal and the ability of
the Partnership or Chevron to enter into or consummate such an
agreement. 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 proposal that Chevron made for a business
combination transaction with Noble Midstream, subject to further
developments and if a transaction is agreed, Chevron and Noble
Midstream may file one or more registration statements, information
statements, consent solicitation statements, proxy statements,
prospectuses, or other documents with the SEC. INVESTORS AND
SECURITYHOLDERS OF CHEVRON AND NOBLE MIDSTREAM 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 Noble Midstream in connection with any
solicitation of proxies or consents of Noble Midstream 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 Noble
Midstream 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
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
2020 Annual Meeting of Stockholders, which was filed with the SEC
on April 7, 2020, and Noble Midstream’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/20210208005195/en/
Park Carrere Investor Relations (281) 872-3208
park.carrere@nblmidstream.com
Noble Midstream Partners (NYSE:NBLX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Noble Midstream Partners (NYSE:NBLX)
Historical Stock Chart
From Jul 2023 to Jul 2024