Note 1. Organization and Nature of Operations

Organization Noble Midstream Partners LP (the Partnership, we, or us) is a growth-oriented Delaware master limited partnership formed in December 2014 by our sponsor, Noble Energy, Inc. (Noble, or Parent), to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current areas of focus are in the DJ Basin in Colorado and in the Delaware Basin within the Permian Basin in Texas.

On September 20, 2016, we completed our initial public offering (the Offering) of 14,375,000 common units representing limited partner interests in the Partnership (common units), which included 1,875,000 common units issued pursuant to the underwriters’ exercise of their option to purchase additional common units, at a price to the public of $22.50 per common unit ($21.20625 per common unit, net of underwriting discounts). The Offering was pursuant to our Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission and declared effective on September 14, 2016. Our common units are traded on the New York Stock Exchange under the symbol NBLX.

We received gross proceeds of $323.4 million from the Offering. Net proceeds totaled $299.3 million, after deducting underwriting discounts, structuring fees and estimated offering expenses of $24.1 million, of which, $1.6 million were paid in 2015 and deferred, and $0.6 million were accrued as of September 30, 2016. We distributed $296.8 million to Noble and incurred $2.5 million of origination fees and expenses, $1.9 million of which have been paid, relating to a new Revolving Credit Facility. See Note 5. Debt.

Contributed Businesses In connection with the Offering, Noble contributed to us ownership interests in the following development companies (DevCos):



DevCo	Areas Served	NBLX Dedicated Service	Current Status of Asset	NBLX Ownership
Colorado River DevCo LP	Wells Ranch IDP (DJ Basin) East Pony (DJ Basin) All Noble DJ Basin Acreage	Crude Oil Gathering Natural Gas Gathering Water Services Crude Oil Gathering Crude Oil Treating	Operational Operational Operational	80%
San Juan River DevCo LP	East Pony IDP (DJ Basin)	Fresh Water Services	Operational	25%
Green River DevCo LP	Mustang IDP (DJ Basin)	Crude Oil Gathering Natural Gas Gathering Water Services	Under Construction Under Construction Partially Operational	25%
Laramie River DevCo LP	Greeley Grescent IDP (DJ Basin)	Crude Oil Gathering Water Services	Under Construction	100%
Blanco River DevCo	Delaware Basin (Permian)	Crude Oil Gathering Produced Water Services	Planning	25%
Gunnison River DevCo LP	Bronco IDP (DJ Basin)	Crude Oil Gathering Water Services	Future Development	5%

Noble also contributed to us a 3.33% ownership interest in White Cliffs Pipeline L.L.C. (the White Cliffs Interest). The White Cliffs Pipeline system consists of two 527-mile crude oil pipelines that extend from the DJ Basin to the Cushing, Oklahoma market. The White Cliffs Interest, together with the DevCos, are referred to collectively as the Contributed Businesses.

In exchange for the Contributed Businesses, Noble received:


•	a total of 1,527,584 common units, representing a 4.8% limited partner interest in the Partnership;


•	a total of 15,902,584 subordinated units, representing an approximate 50.0% limited partner interest in the Partnership;


•	Incentive Distribution Rights (IDRs) in the Partnership;


•	the right to receive a cash distribution from the Partnership; and


•	a non-economic general partnership interest in the Partnership, through the general partner, Noble Midstream GP LLC (the General Partner), which is not entitled to receive cash distributions.

Nature of Operations Through our ownership interests in the DevCos, we operate and own interests in the following assets, some of which are currently under construction:


•	crude oil and natural gas gathering systems;


•	crude oil treating facilities;


•	produced water collection, gathering, and cleaning systems; and


•	fresh water storage and delivery.

We generate revenues primarily by charging fees on a per unit basis for gathering crude oil and natural gas, delivering and storing fresh water, and collecting, cleaning and disposing of produced water. We have entered into multiple fee-based commercial agreements with Noble, each with an initial term of 15 years, to provide these services which are critical to Noble’s upstream operations in the DJ Basin. Our agreements include substantial acreage dedications. See Note 3. Transactions with Affiliates.

Predecessor This quarterly report on Form 10-Q includes the assets, liabilities and results of operations of the Contributed Businesses on a carve-out basis, our Predecessor for accounting purposes, for periods prior to September 20, 2016, the date on which we completed the Offering.

References in this report to “Predecessor,” “we,” “our,” “us” or like terms, when referring to periods prior to September 20, 2016, refer to Noble’s Contributed Businesses, our Predecessor for accounting purposes. References to “the Partnership,” “we,” “our,” “us” or like terms, when referring to periods after September 20, 2016, refer to the Partnership.