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 focus areas are the Denver-Julesburg (DJ) Basin in Colorado and the Southern Delaware Basin position of the Permian Basin (Delaware Basin) in Texas, where additional midstream assets are currently under construction.

On September 20, 2016, we completed our initial public offering (the IPO) 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).

In connection with the IPO, Noble contributed ownership interests in certain development companies (DevCos) and a 3.33% ownership interest in White Cliffs Pipeline L.L.C. (the White Cliffs Interest) to us. The ownership interests in the DevCos, together with the White Cliffs Interest, are referred to collectively as the Contributed Businesses.

Advantage Joint Venture On April 3, 2017, Trinity River DevCo LLC, an indirect wholly owned subsidiary of the Partnership, and Plains Pipeline, L.P. (Plains), a wholly owned subsidiary of Plains All American Pipeline, L.P., completed the acquisition of Advantage Pipeline, L.L.C. (Advantage) for $133 million through a newly formed 50/50 joint venture (the Advantage Joint Venture). Trinity River DevCo LLC contributed $66.8 million of cash in exchange for its 50% interest in the Advantage Joint Venture. The Partnership funded the acquisition with a combination of borrowings under our revolving credit facility and from cash on hand. We serve as the operator of the Advantage system, which includes a 70-mile crude oil pipeline in the Southern Delaware Basin from Reeves County, Texas to Crane County, Texas, with 150,000 barrels of daily shipping capacity and 490,000 barrels of storage capacity. See Note 5. Investments and See Note 6. Debt.

Contribution Agreement On June 20, 2017, the Partnership entered into a Contribution Agreement (the Contribution Agreement) by and among the Partnership, Noble Midstream GP LLC, our general partner, Noble Midstream Services, LLC (Midstream Services), NBL Midstream, LLC (NBL Midstream), a subsidiary of Noble, and Blanco River DevCo GP LLC (Blanco River DevCo GP). Pursuant to the terms of the Contribution Agreement, the Partnership agreed to acquire from NBL Midstream (i) the remaining 20% limited partner interest in Colorado River DevCo LP and (ii) an additional 15% limited partner interest in Blanco River DevCo LP (collectively, the Contributed Assets). In consideration for the Contributed Assets, the Partnership agreed to pay NBL Midstream $270 million, consisting of (i) $245 million in cash and (ii) 562,430 common units issued to NBL Midstream at an issue price of $44.45 per common unit, the closing price of our common units on the New York Stock Exchange on June 20, 2017 (the Transaction). The Transaction closed on June 26, 2017. The Partnership funded the cash consideration with a combination of borrowings under our revolving credit facility, proceeds from the Private Placement (as defined below), and from cash on hand. See Note 6. Debt.

Prior to the acquisition, the Contributed Assets were reflected as noncontrolling interests in the Partnership’s consolidated financial statements. As the Partnership acquired additional interests in already-consolidated entities, the acquisition did not result in a change in reporting entity, as defined under the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 805, Business Combinations, and was accounted for on a prospective basis. Therefore, beginning June 26, 2017, the Partnership’s consolidated financial statements reflect its 100% ownership interest in Colorado River DevCo LP and its 40% ownership interest in Blanco River DevCo LP.

Private Placement On June 20, 2017, the Partnership entered into a Common Unit Purchase Agreement with certain institutional investors, pursuant to which, the Partnership agreed to sell 3,525,000 common units in a private placement for gross proceeds of approximately $142.6 million (the Private Placement). Net proceeds totaled approximately $138.1 million, after deducting offering expenses of approximately $4.5 million. The closing of the Private Placement occurred on June 26, 2017.

Nature of Operations Through our ownership interests in the DevCos, we operate and own interests in the following assets:


•	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.

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 IPO.

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.