Note 1. Organization and Nature of Operations

Organization We are a growth-oriented Delaware master limited partnership formed in December 2014 by Noble Energy, Inc. (Noble, NBL 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 the Delaware Basin in Texas, where additional midstream assets are currently under construction.

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 million, after deducting underwriting discounts, structuring fees and offering expenses of $24.4 million. We distributed $296.8 million to Noble and paid $1.9 million of origination fees and expenses relating to our revolving credit facility. See Note 5. Debt.

Contributed Businesses In connection with the Offering, Noble contributed to us ownership interests in the DevCos. The contributed DevCos include the following:



DevCo	Areas Served	NBLX Dedicated Service	Current Status of Asset	NBLX Ownership	Noncontrolling Interest⁽¹⁾
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%	20%
San Juan River DevCo LP	East Pony IDP (DJ Basin)	Water Services	Operational	25%	75%
Green River DevCo LP	Mustang IDP (DJ Basin)	Crude Oil Gathering Natural Gas Gathering Water Services	Planning Planning Partially Operational	25%	75%
Laramie River DevCo LP	Greeley Crescent IDP (DJ Basin)	Crude Oil Gathering Water Services	Under Construction	100%	N/A
Blanco River DevCo LP	Delaware Basin	Crude Oil Gathering Produced Water Services	Under Construction	25%	75%
Gunnison River DevCo LP	Bronco IDP (DJ Basin)	Crude Oil Gathering Water Services	Future Development	5%	95%


⁽¹⁾	The noncontrolling interest represents Noble's retained ownership interest in each DevCo.

Noble also contributed to us other assets, consisting primarily of 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 Cushing, Oklahoma.

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;


•	an initial cash distribution of $296.8 million from the Partnership; and


•	a non-economic general partnership interest in the Partnership, through the general partner, Noble Midstream GP LLC, 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 systems.

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. Our agreements include substantial acreage dedications. See Note 3. Transactions with Affiliates.

Predecessor 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.