UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
NOBLE MIDSTREAM PARTNERS LP
(Name of Issuer)
Common Units representing
Limited Partner Interests
(Title of Class of Securities)
65506L105
(CUSIP Number)
Mary A. Francis
Corporate Secretary and Chief Governance Officer
Chevron Corporation
6001 Bollinger Canyon Road, San Ramon, CA 94583
(925) 842-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 4, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
Explanatory Note
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the beneficial ownership by the Reporting Persons of the common units representing limited partner interests (the “Common Units”) of Noble Midstream Partners LP, a Delaware limited partnership (the “Issuer”) and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on October 5, 2020 (the “Schedule 13D”). This Amendment No. 1 is being filed by the Reporting Persons pursuant to the Joint Filing Statement. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.
| Item 2. | Identity and Background |
Item 2 to Schedule 13D is hereby amended to replace the previously filed Schedule I with the Schedule I filed herewith, which is incorporated herein by reference.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended to add the following paragraph:
In connection with the transaction proposed by the Proposal described in Item 4 of this Amendment No. 1 (which Item 4 is incorporated herein by reference), the Reporting Persons anticipate that the funding for such transaction will consist of shares of common stock of Chevron, par value $0.75 per share (“Chevron Common Stock”), as described in Item 4.
| Item 4. | Purpose of the Transaction. |
Item 4 of the Schedule 13D is hereby amended to add the following paragraph:
On February 4, 2021, Chevron submitted a proposal (the “Proposal”) to the Board of Directors of the General Partner to acquire, in a merger transaction, all of the Issuer’s outstanding Common Units not already owned by Chevron and its affiliates, in exchange for a to-be-determined fixed exchange ratio of Chevron Common Stock, based on a value of $12.47 per Common Unit. The Proposal is subject to the negotiation and execution of definitive agreements and the requisite approvals. If the transaction is consummated, the Common Units are expected to be delisted from The NASDAQ Market LLC.
While the Proposal remains under consideration and subject to negotiation, the Reporting Persons and their representatives may respond to inquiries from the Issuer and its representatives and engage in discussions and negotiations.
No assurances can be given that the transaction contemplated by Chevron or any other potential transaction involving Chevron and the Issuer will be consummated, or if a transaction is undertaken, as to its terms or timing. Chevron reserves the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
February 5, 2021
| CHEVRON CORPORATION | ||
| By: | /s/ Pierre R. Breber | |
| Name: Pierre R. Breber | ||
| Title: Vice President and Chief Financial Officer | ||
| NOBLE ENERGY, INC. | ||
| By: | /s/ Kari H. Endries | |
| Name: Kari H. Endries | ||
| Title: Vice President and Secretary | ||
| NBL MIDSTREAM, LLC | ||
| By: | /s/ Aaron G. Carlson | |
| Name: Aaron G. Carlson | ||
| Title: Vice President and Secretary | ||
Schedule I
General Partners, Executive Officers, Managers and Directors
Executive Officers of Chevron Corporation
Michael K. Wirth
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Chairman of the Board and Chief Executive Officer, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
James W. Johnson
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Executive Vice President, Upstream, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Mark A. Nelson
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Executive Vice President, Downstream & Chemicals, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Joseph C. Geagea
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Executive Vice President, Technology, Projects and Services, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Colin E. Parfitt
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President, Midstream, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Pierre R. Breber
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President and Chief Financial Officer, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
R. Hewitt Pate
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President and General Counsel, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Rhonda J. Morris
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President and Chief Human Resources Officer, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Directors of Chevron Corporation
Wanda M. Austin
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Retired President and Chief Executive Officer, The Aerospace Corporation
Citizenship: USA
Amount Beneficially Owned: None
John B. Frank
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice Chairman, Oaktree Capital Group, LLC
Citizenship: USA
Amount Beneficially Owned: None
Alice P. Gast
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: President, Imperial College London
Citizenship: USA
Amount Beneficially Owned: None
Enrique Hernandez, Jr.
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Chairman and Chief Executive Officer, Inter-Con Security Systems, Inc.
Citizenship: USA
Amount Beneficially Owned: None
Marillyn A. Hewson
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Executive Chairman of the Board, Lockheed Martin Corporation
Citizenship: USA
Amount Beneficially Owned: None
Jon M. Huntsman Jr.
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Former U.S. Ambassador to Russia and China and Former Governor of Utah
Citizenship: USA
Amount Beneficially Owned: None
Charles W. Moorman IV
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Senior advisor to Amtrak and Retired Chairman and Chief Executive Officer, Norfolk Southern Corporation
Citizenship: USA
Amount Beneficially Owned: None
Dambisa F. Moyo
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Chief Executive Officer, Mildstorm LLC
Citizenship: USA
Amount Beneficially Owned: None
Debra Reed-Klages
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Retired Chairman, Chief Executive Officer and President, Sempra Energy
Citizenship: USA
Amount Beneficially Owned: None
Ronald D. Sugar
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Retired Chairman and Chief Executive Officer, Northrop Grumman Corporation
Citizenship: USA
Amount Beneficially Owned: None
D. James Umpleby III
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Chairman and Chief Executive Officer, Caterpillar Inc.
Citizenship: USA
Amount Beneficially Owned: None
Michael K. Wirth
(see above)
Executive officers and directors of Noble Energy, Inc.
Jeff B. Gustavson, Director and President
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President, Chevron North America Exploration & Production Company
Citizenship: USA
Amount Beneficially Owned: None
Alana K. Knowles, Director and Vice President
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President, Finance, Downstream & Chemicals and Midstream, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Uriel M. Oseguera, Director and Vice President
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Vice President, Upstream Finance, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None
Managers and executive officers of NBL Midstream, LLC
T. Hodge Walker, Manager and President
Address: c/o NBL Midstream, LLC, 1001 Noble Energy Way, Houston, Texas 77070
Principal Occupation: Vice President, Chevron Rockies
Citizenship: USA
Amount Beneficially Owned: 500 Common Units
Aaron G. Carlson, Manager, Vice President and Secretary
Address: c/o Noble Midstream GP LLC, 1001 Noble Energy Way, Houston, Texas 77070
Principal Occupation: General Counsel and Secretary, Noble Midstream GP LLC
Citizenship: USA
Amount Beneficially Owned: 5,044 Common Units
Kari H. Endries, Manager
Address: c/o Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, California 94583-2324
Principal Occupation: Assistant Secretary, Chevron Corporation
Citizenship: USA
Amount Beneficially Owned: None