UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
NOBLE MIDSTREAM PARTNERS LP
(Name of Issuer)
Common Units representing
Limited Partner Interests
(Title of Class of Securities)
65506L105
(CUSIP Number)
Mary A. Francis
Corporate Secretary and Chief Governance Officer
Chevron Corporation
6001 Bollinger Canyon Road, San Ramon, CA 94583
(925) 842-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 5, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| 1 |
NAME OF REPORTING PERSON (ENTITIES ONLY)
Noble Energy, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
56,447,616 Common Units | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
56,447,616 Common Units | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,447,616 Common Units | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
N/A | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Based on the number of Common Units (90,358,036) issued and outstanding as of August 24, 2020. |
2
| 1 |
NAME OF REPORTING PERSON (ENTITIES ONLY)
NBL Midstream, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
56,447,616 Common Units | ||||
| 8 | SHARED VOTING POWER
| |||||
| 9 | SOLE DISPOSITIVE POWER
56,447,616 Common Units | |||||
| 10 | SHARED DISPOSITIVE POWER
| |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,447,616 Common Units | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
N/A | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Based on the number of Common Units (90,358,036) issued and outstanding as of August 24, 2020. |
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Explanatory Note: This Amendment No. 4 amends and supplements the Statement on Schedule 13D filed on September 30, 2016 with the Securities and Exchange Commission (the “Commission”), as amended and supplemented by Amendment No. 1 filed on June 30, 2017, Amendment No. 2 filed on February 14, 2019 and Amendment No. 3 filed on November 22, 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 (i) 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”).This Amendment No. 4 is being filed to disclose material changes to the facts set forth in the Schedule 13D as a result of the consummation of the Merger (as defined in this Amendment). As a result of the Merger, Chevron (as defined in this Amendment), as the ultimate beneficial owner of the Reporting Persons’ interests in the Issuer, will file a Schedule 13D in respect of its ownership interests in the Issuer on behalf of itself and its applicable subsidiaries.
| Item 2. | Identity and Background |
Item 2 of the Original Schedule 13D is hereby amended and supplemented by replacing Exhibit A thereto with Exhibit A hereto.
(d)-(e) During the past five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Original Schedule 13D is hereby amended by adding the following after the final paragraph:
The information provided or incorporated by reference in Item 4 below is hereby incorporated by reference into this Item 3.
| Item 4. | Purpose of the Transaction. |
Item 4 of the Original Schedule 13D is hereby amended by adding the following after the final paragraph:
On October 5, 2020, Chevron Corporation, a Delaware corporation (“Chevron”), completed its previously announced acquisition of 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 (1) indirectly, wholly owns and controls Noble Midstream GP LLC (the “General Partner”), the Issuer’s general partner, and (2) indirectly holds approximately 62.5% of the Issuer’s limited partner units.
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 I hereto, and is incorporated by reference herein.
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As a result of the Merger, Chevron, as the ultimate beneficial owner of the Reporting Persons’ interests in the Issuer, will file a Schedule 13D in respect of its ownership interest in the Issuer on behalf of itself and its applicable subsidiaries. The Reporting Persons will cease to file amendments to this Schedule 13D as of the date hereof.
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.
| Item 5. | Interests in Securities of the Issuer. |
Subsection (d) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units reported by such persons on the cover page of this Schedule 13D and in this Item 5. See Exhibit A for the information applicable to Covered Individuals. Except for the foregoing and the cash distributions described in Item 6 below, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Individuals other than, as a result of the Merger, Chevron and its subsidiaries.
| Item 6. | Contracts, Arrangements; Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended by adding the following after the final paragraph:
The information provided or incorporated by reference in Item 4 above is hereby incorporated by reference into this Item 6.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
| Exhibit A | Additional Information Regarding Reporting Person (filed herewith). | |
| Exhibit B | First Amended and Restated Agreement of Limited Partnership of Noble Midstream Partners LP, dated September 20, 2016 (filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on September 20, 2016 and incorporated herein in its entirety by reference). | |
| Exhibit C | First Amended and Restated Limited Liability Company Agreement of Noble Midstream GP LLC, dated September 20, 2016 (filed as Exhibit 3.2 to the Partnership’s Current Report on Form 8-K filed with the Commission on September 20, 2016 and incorporated herein in its entirety by reference). | |
| Exhibit D | Contribution, Conveyance and Assumption Agreement, dated September 20, 2016, by and among Noble Midstream Partners LP, Noble Midstream GP LLC, Noble Energy, Inc., Noble Midstream Services, LLC, NBL Midstream, LLC, NBL Midstream Holdings LLC, Colorado River DevCo GP LLC, Green River DevCo GP LLC, Gunnison River DevCo GP LLC, Laramie River DevCo GP LLC, San Juan River DevCo GP LLC, Blanco River DevCo LP and Blanco River DevCo GP LLC (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on September 20, 2016 and incorporated herein in its entirety by reference). | |
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| Exhibit E | Underwriting Agreement, dated September 14, 2016, by and among Noble Midstream Partners LP, NBL Midstream, LLC, Noble Midstream GP LLC, Noble Midstream Services, LLC, Barclays Capital, Inc., Robert W. Baird & Co. Incorporated and J.P. Morgan Securities LLC (filed as Exhibit 1.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on September 20, 2016 and incorporated herein in its entirety by reference). | |
| Exhibit F | Contribution Agreement, dated June 20, 2017, by and among the Partnership, Noble Midstream GP LLC, Noble Midstream Services, LLC, NBL Midstream, LLC and Blanco River DevCo GP LLC (filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on June 26, 2017 and incorporated herein in its entirety by reference). | |
| Exhibit G | Second Amended and Restated Agreement of Limited Partnership of Noble Midstream Partners LP, dated November 14, 2019 (filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on November 15, 2019 and incorporated herein in its entirety by reference). | |
| Exhibit H | Contribution, Conveyance, Assumption and Simplification Agreement, dated November 14, 2019, by and among the Noble Midstream Partners LP, Noble Midstream GP LLC, Noble Energy, Inc., Noble Midstream Services, LLC, NBL Midstream, LLC and NBL Midstream Holdings LLC (filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on November 15, 2019 and incorporated herein in its entirety by reference). | |
| Exhibit I | Agreement and Plan of Merger, dated as of July 20, 2020, by and among Chevron Corporation, Chelsea Merger Sub Inc., and Noble Energy, Inc. (filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K/A filed with the Commission on July 22, 2020 and incorporated herein in its entirety by reference). | |
| Exhibit J | Joint Filing Statement (filed as Exhibit G to the Partnership’s Amendment No. 2 to Schedule 13D filed with the Commission on February 14, 2019 and incorporated herein in its entirety by reference). | |
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
October 5, 2020
| NOBLE ENERGY, INC. | ||
| By: |
/s/ Kari H. Endries | |
| Name: Kari H. Endries | ||
| Title: Vice President and Secretary | ||
| NBL MIDSTREAM, LLC | ||
| By: |
/s/ Aaron G. Carlson | |
| Name: Aaron G. Carlson | ||
| Title: Vice President and Secretary | ||
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Exhibit A
General Partners, Executive Officers, Managers and Directors
Executive Officers of Chevron Corporation
Michael K. Wirth
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon,
California 94583-2324
Principal Occupation: Chairman of the Board and Chief Executive Officer, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
James W. Johnson
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Executive Vice President, Upstream, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Mark A. Nelson
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Executive Vice President, Downstream, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Joseph C. Geagea
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Executive Vice President, Technology, Projects and Services, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Colin E. Parfitt
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President, Midstream, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Pierre R. Breber
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President and Chief Financial Officer, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
R. Hewitt Pate
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President and General Counsel, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
8
Rhonda J. Morris
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President and Chief Human Resources Officer, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Directors of Chevron Corporation
Wanda M. Austin
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Retired President and Chief Executive Officer, The Aerospace Corporation
Citizenship: USA
Amount Beneficially Owned: None
John B. Frank
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice Chairman, Oaktree Capital Group, LLC
Citizenship: USA
Amount Beneficially Owned: None
Alice P. Gast
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: President, Imperial College London
Citizenship: USA
Amount Beneficially Owned: None
Enrique Hernandez, Jr.
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Chairman and Chief Executive Officer, Inter-Con Security Systems, Inc.
Citizenship: USA
Amount Beneficially Owned: None
Jon M. Huntsman Jr.
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Former U.S. Ambassador to Russia and China and Former Governor of Utah
Citizenship: USA
Amount Beneficially Owned: None
Charles W. Moorman IV
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Senior advisor to Amtrak and Retired Chairman and Chief Executive Officer, Norfolk Southern Corporation
Citizenship: USA
Amount Beneficially Owned: None
9
Dambisa F. Moyo
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Chief Executive Officer, Mildstorm LLC
Citizenship: USA
Amount Beneficially Owned: None
Debra Reed-Klages
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Retired Chairman, Chief Executive Officer and President, Sempra Energy
Citizenship: USA
Amount Beneficially Owned: None
Ronald D. Sugar
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Retired Chairman and Chief Executive Officer, Northrop Grumman Corporation
Citizenship: USA
Amount Beneficially Owned: None
D. James Umpleby III
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Chairman and Chief Executive Officer, Caterpillar Inc.
Citizenship: USA
Amount Beneficially Owned: None
Michael K. Wirth
(see above)
Executive officers and directors of Noble Energy, Inc.
Jeff B. Gustavson, Director and President
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President, Chevron North America Exploration & Production Company
Citizenship: USA
Amount Beneficially Owned: None
Alana K. Knowles, Director
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President, Finance, Downstream & Chemicals and Midstream, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Uriel M. Oseguera, Director
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President, Upstream Finance, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
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Managers and executive officers of NBL Midstream, LLC
T. Hodge Walker, Manager and President
Address: c/o NBL Midstream, LLC, 1001 Noble Energy Way, Houston, Texas 77070
Principal Occupation: Vice President, Chevron Rockies
Citizenship: USA
Amount Beneficially Owned: 500 Common Units
Aaron G. Carlson, Manager, Vice President and Secretary
Address: c/o Noble Midstream GP LLC, 1001 Noble Energy Way, Houston, Texas 77070
Principal Occupation: General Counsel and Secretary, Noble Midstream GP LLC
Citizenship: USA
Amount Beneficially Owned: 5,488 Common Units
Kari H. Endries, Manager
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Assistant Secretary, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
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