Noble Midstream Partners LP filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On May 11, 2021, pursuant to the terms of the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) by and among Noble Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Noble Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Chevron Corporation, a Delaware corporation (“Chevron”), Cadmium Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Chevron (“Holdings”), and Cadmium Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Merger Sub”), Merger Sub merged with and into the Partnership (the “Surviving Entity”, and all such transactions described herein, the “Merger”). At the effective time of the Merger (the “Effective Time”), the Partnership became an indirect, wholly-owned subsidiary of Chevron.
Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, each outstanding common unit representing a limited partner interest in the Partnership (each, a “Partnership Common Unit”), other than Partnership Common Units owned by Chevron and its subsidiaries (each, a “Public Common Unit”), converted into the right to receive 0.1393 of a share of common stock, par value $0.75 per share, of Chevron (the “Chevron Common Stock” and the shares of Chevron Common Stock issued in the Merger, the “Merger Consideration”). The General Partner’s non-economic general partner interest in the Partnership remained outstanding, and the General Partner continued as the sole general partner of the Surviving Entity.
Pursuant to the Merger Agreement, Chevron issued approximately 4.7 million shares of Chevron Common Stock to the holders of Partnership Common Units as Merger Consideration, as described above.
The Merger Agreement is filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 5, 2021, which agreement is incorporated herein by reference. The foregoing summary of the Merger Agreement has been included to provide investors and security holders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about the Partnership, Chevron or their respective subsidiaries and affiliates.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth under Item 2.01 is incorporated into this Item 3.01 by reference.
In connection with the closing of the Merger, the Partnership notified the Nasdaq Stock Market (“Nasdaq”) that (i) the Merger had been consummated and (ii) requested that Nasdaq (x) suspend trading of the Partnership Common Units prior to market open on May 11, 2021, (y) withdraw the Partnership Common Units from listing on Nasdaq and (z) file with the SEC a Form 25 notification of Removal from Listing and/or Registration to delist and deregister the Partnership Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Partnership intends to file a certification on Form 15 under the Exchange Act with the SEC requesting the deregistration of the Partnership Common Units under Section 12(g) of the Exchange Act and the suspension of the Partnership’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth under Item 2.01 and Item 3.01 above and Item 5.02 below is incorporated into this Item 3.03 by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 2.01 above is incorporated into this Item 5.02 by reference.
In connection with the consummation of the Merger, as of the Effective Time, Andrew E. Viens, Hallie A. Vanderhider and Martin Salinas, Jr. stepped down from their respective roles as members of the Board of Directors of the General Partner (the “GP Board”). The decision of each of Mr. Viens, Ms. Vanderhider and Mr. Salinas to step down as a member of the GP Board was not the result of any disagreement with the General Partner or the Partnership on any matter relating to the operations, policies or practices of the General Partner or the Partnership.
As previously disclosed on the Partnership’s Form 8-K filed with the SEC on May 10, 2021, in connection with the consummation of the Merger, Thomas W. Christensen shall cease to serve as the Senior Vice President, Chief Financial Officer and Chief Accounting Officer of the General Partner effective June 4, 2021. The Board of Directors of the General Partner is appreciative of Mr. Christensen’s service to the General Partner and the Partnership, and Mr. Christensen’s departure is not the result of any disagreement on any matter, including in relation to the General Partner or the Partnership.
| Item 7.01 | Regulation FD Disclosure. |
The Partnership and Chevron issued a joint press release on May 11, 2021 announcing, among other things, the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description of the Exhibit | |
| 2.1* | Agreement and Plan of Merger, dated as of March 4, 2021, by and among Chevron Corporation, Cadmium Holdings Inc., Cadmium Merger Sub LLC, Noble Midstream GP LLC and Noble Midstream Partners LP (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (Date of Event: March 4, 2021) filed March 5, 2021 and incorporated herein by reference). | |
| 99.1 | Press Release dated May 11, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Noble Midstream Partners LP | ||
| By: | Noble Midstream GP LLC, its general partner | |
| By: | /s/ Aaron G. Carlson | |
| Name: | Aaron G. Carlson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Dated: May 11, 2021