Note 1. Organization and Nature of Operations

Organization We are a growth-oriented Delaware master limited partnership formed in December 2014 by Noble to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current areas of focus are in the DJ Basin and the Delaware Basin.

Initial Public Offering On September 20, 2016, we completed 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 DevCos and a 3.33% ownership interest in White Cliffs. The ownership interests in the DevCos, together with the White Cliffs Interest, are referred to collectively as the Contributed Businesses.

Advantage Joint Venture 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. 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. The Partnership funded the acquisition with a combination of borrowings under our revolving credit facility and from cash on hand. The transaction closed on April 3, 2017. See Note 5. Investments.

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.

Prior to the acquisition of the Contributed Assets, 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 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 $138.0 million, after deducting offering expenses of approximately $4.6 million. The closing of the Private Placement occurred on June 26, 2017.

Black Diamond Gathering LLC On December 12, 2017, Black Diamond Gathering LLC (Black Diamond), formed by Black Diamond Gathering Holdings LLC (the Noble Member), a wholly-owned subsidiary of the Partnership, and Greenfield Midstream, LLC, an EnCap Flatrock Midstream portfolio company (the Greenfield Member), entered into a Membership Interest Purchase and Sale Agreement (the Acquisition Agreement) with Saddle Butte Pipeline II, LLC (Seller), pursuant to which Black Diamond agreed to acquire (the Acquisition) all of the issued and outstanding limited liability company interests in Saddle Butte Rockies Midstream, LLC and certain affiliates (collectively, Saddle Butte). We will serve as the operator of the Saddle Butte system which includes a large-scale integrated gathering system located in the core of the DJ Basin with approximately 160 miles of pipeline in operation and delivery capacity of approximately 300 MBbl/d. Saddle Butte has approximately 141,000 dedicated acres from six customers under fixed fee arrangements. The acquisition closed on January 31, 2018. See Note 14. Subsequent Events.

Unit Offering On December 12, 2017, the Partnership entered into an Underwriting Agreement (the Underwriting Agreement) by and among the Partnership, our General Partner, and Citigroup Global Markets Inc., as representative of the several underwriters named therein (the Underwriters), providing for the offer and sale by the Partnership, and the purchase by the Underwriters of 3,680,000 common units, which includes 480,000 common units issued pursuant to the Underwriters’ exercise of their option to purchase additional Common Units, at a price of $47.50 per common unit (the Unit Offering). Net proceeds totaled approximately $174.1 million, after deducting offering expenses of approximately $0.7 million. The closing of the Unit Offering occurred on December 15, 2017.

Partnership Assets Our assets consist of ownership interests in certain DevCos and consist of 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	100%	N/A
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	Operational	100%	N/A
Blanco River DevCo LP	Delaware Basin	Crude Oil Gathering Natural Gas Gathering Water Services	Operational	40%	60%
Gunnison River DevCo LP	Bronco IDP (DJ Basin)	Crude Oil Gathering Water Services	Future Development	5%	95%
Trinity River DevCo LLC⁽²⁾	Delaware Basin	Crude Oil Transmission Gas Compression	Operational	100%	N/A


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


⁽²⁾	Trinity River DevCo LLC owns the interest in the Advantage Joint Venture.

Additionally, we own a 3.33% ownership interest in White Cliffs as well as a 50% interest in the Advantage Joint Venture.

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.