NOBLE MIDSTREAM PARTNERS LP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-05-14: Form 8-K; Period of report 2021-05-12; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
- 2021-05-11: Form 8-K; Period of report 2021-05-11; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 2.01.
- 2021-05-10: Form 8-K; Period of report 2021-05-04; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2021-04-29: Form 8-K; Period of report 2021-04-29; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-05-14 | 8-K | 2021-05-12 | 1.02 Termination of a Material Definitive Agreement | 1.02 The information set forth in the Introductory Note above is incorporated into this Item 1.02 by reference. | d184138d8k.htm |
| 2021-05-11 | 8-K | 2021-05-11 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.01 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”). 3.01 The information set forth under Item 2.01 is incorporated into this Item 3.01 by reference. 3.03 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. 5.02 The information set forth in Item 2.01 above is incorporated into this Item 5.02 by reference. 7.01 The Partnership and Chevron issued a joint press release on May 11, 2021 announcing, among other things, the closing of the Merger. | d435130d8k.htm |
| 2021-05-10 | 8-K | 2021-05-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on March 4, 2021, Noble Midstream Partners LP, a Delaware limited partnership (the “Partnership” or “Noble Midstream”), 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”), entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will merge with and into the Partnership, with the Partnership surviving as an indirect, wholly-owned subsidiary of Chevron (the “Merger”). | d35552d8k.htm |
| 2021-04-29 | 8-K | 2021-04-29 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Noble Midstream Partners LP (the “Partnership” or “Noble Midstream”) issued a press release on April 29, 2021, announcing an update to its anticipated timing of closing its previously announced merger transaction with Chevron Corporation (“Chevron”). 8.01 On March 4, 2021, the Partnership, Noble Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership, 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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of Chevron (the “Merger”). | d178356d8k.htm |
| 2021-03-05 | 8-K | 2021-03-04 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.07 In connection with the completion of the Merger, the GP Board authorized the Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement in order to provide their approval for the Merger Agreement and the transactions contemplated thereby, including the Merger. 7.01 Chevron and the Partnership issued a joint press release on March 5, 2021 announcing the execution of the Merger Agreement. | d92416d8k.htm |
| 2021-02-12 | 8-K | 2021-02-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 12, 2021, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal year and quarter ended December 31, 2020. 7.01 In addition, on February 12, 2021, the Partnership posted a fourth quarter presentation on the Partnership’s website at www.nblmidstream.com. | nbl-20210212.htm |
| 2021-02-11 | 8-K | 2021-02-09 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) Dismissal of Previous Independent Registered Public Accounting Firm. | nbl-20210209.htm |
| 2021-01-08 | 8-K | 2021-01-08 | 7.01 Regulation FD Disclosure | 7.01 On January 8, 2021, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing the Partnership’s entry into: (i) an agreement with a Chevron Corporation (NYSE: CVX) (“Chevron”) subsidiary wherein Chevron dedicates acreage and the Partnership provides oil transmission services for long-haul transportation out of the Denver-Julesburg Basin; and (ii) a capacity lease with an Energy Transfer LP (NYSE: ET) subsidiary for capacity on Energy Transfer’s Wattenberg Oil Trunkline. | nbl-20210108.htm |
| 2020-11-02 | 8-K | 2020-11-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 2, 2020, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended September 30, 2020. 7.01 In addition, on November 2, 2020, the Partnership posted a third quarter presentation on the Partnership’s website at www.nblmidstream.com. | nbl-20201102.htm |
| 2020-10-14 | 8-K | 2020-10-08 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) Dismissal of Previous Independent Registered Public Accounting Firm. | nbl-20201008.htm |
| 2020-10-05 | 8-K | 2020-10-05 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information set forth under Item 5.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference. | d57411d8k.htm |
| 2020-08-27 | 8-K | 2020-08-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 27, 2020, the sole member of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), increased the size of the General Partner’s board of directors (the “Board”) from seven to eight and appointed Robin H. Fielder as a member of the Board. | nblx-20200827x8k.htm |
| 2020-08-03 | 8-K | 2020-08-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 3, 2020, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended June 30, 2020. 7.01 In addition, on August 3, 2020, the Partnership posted a second quarter presentation on the Partnership’s website at www.nblmidstream.com. | nblx-20200630x8kearnin.htm |
| 2020-07-15 | 8-K | 2020-07-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 13, 2020, Phillip S. Welborn resigned as Chief Accounting Officer of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), to be effective as of August 10, 2020 (the “Effective Date”), in order to assume a new role at Noble Energy, Inc. (“Noble Energy”). | nblx-20200713x8k.htm |
| 2020-05-08 | 8-K | 2020-05-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 8, 2020, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended March 31, 2020. 7.01 In addition, on May 8, 2020, the Partnership posted a first quarter presentation on the Partnership’s website at www.nblmidstream.com. | nblx-20200331x8kearnin.htm |
| 2020-03-13 | 8-K | 2020-03-13 | 7.01 Regulation FD Disclosure | 7.01 On March 13, 2020, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing it has revised its 2020 organic capital budget to reflect updated producer forecasts. | nblx-20200313x8k.htm |
| 2020-02-12 | 8-K | 2020-02-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 12, 2020, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal year and quarter ended December 31, 2019. 7.01 In addition, on February 12, 2020, the Partnership posted a fourth quarter presentation on the Partnership’s website at www.nblmidstream.com. | nblx-20191231x8kearnin.htm |
| 2020-01-07 | 8-K | 2020-01-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 6, 2020, the board of directors of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), appointed Robin H. Fielder, age 39, as President and Chief Operating Officer of the General Partner, effective January 13, 2020. | nblx-20200107x8k.htm |
| 2019-12-20 | 8-K | 2019-12-20 | 8.01 Other Events | 8.01 Unaudited pro forma consolidated financial information of Noble Midstream Partners LP (the “Partnership”) as of September 30, 2019 and for the nine months ended September 30, 2019 and the years ended December 31, 2016, December 31, 2017 and December 31, 2018 is filed as Exhibit 99.1 to this Current Report on Form 8-K. The unaudited pro forma consolidated balance sheet as of September 30, 2019 is derived from the historical consolidated financial statements of the Partnership and has been adjusted to give effect to certain previously reported transactions as if they had occurred on September 30, 2019. | nblx-20191220x8k.htm |
| 2019-12-16 | 8-K | 2019-12-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On December 16, 2019, Noble Midstream Partners LP (the “Partnership”), acting pursuant to authorization from the Board of the General Partner, determined to voluntarily withdraw the principal listing of the Partnership’s common units representing limited partner interests (the “Common Units”), from the New York Stock Exchange (“NYSE”) and transfer the listing to the Nasdaq Global Select Market (“Nasdaq”). 7.01 The Partnership issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Common Units to Nasdaq. | nblx-20191216x8k.htm |
| 2019-11-22 | 8-K | 2019-11-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously reported, on November 14, 2019, Noble Midstream Partners LP (the “Partnership”) entered into a Common Unit Purchase Agreement (the “Unit Purchase Agreement”) with certain institutional investors (the “Investors”) to sell 12,077,295 common units representing limited partner interests in the Partnership (“Common Units”) in a private placement for gross proceeds of approximately $250 million (the “Private Placement”). | d836085d8k.htm |
| 2019-11-15 | 8-K | 2019-11-14 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 On November 14, 2019, Noble Midstream Partners LP (the “Partnership”) entered into a Contribution, Conveyance, Assumption and Simplification Agreement (the “Contribution and Simplification Agreement”) by and among the Partnership, Noble Midstream GP LLC, the general partner of the Partnership (the “General Partner”), Noble Energy, Inc. (“Noble”), Noble Midstream Services, LLC (“Midstream Services”), NBL Midstream, LLC, a subsidiary of Noble (“NBL Midstream”), and NBL Midstream Holdings LLC (“NBL Holdings”). 2.01 To the extent required, the information regarding the Transaction set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.02 The information regarding the Transaction and the Common Units issued to NBL Midstream as consideration for the Drop-Down Transaction and Simplification, and the transactions contemplated by the Unit Purchase Agreement, each as set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 On November 14, 2019, in connection with the Simplification, the General Partner amended and restated the First Amended and Restated Agreement of Limited Partnership of the Partnership by executing the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Second Amended and Restated Partnership Agreement”), which reflects the conversion of the IDRs to Common Units of the Partnership. 7.01 On November 15, 2019, the Partnership issued two press releases relating to the Transaction and the Private Placement which are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference. | d832922d8k.htm |
| 2019-11-07 | 8-K | 2019-11-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 7, 2019, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended September 30, 2019. 7.01 In addition, on November 7, 2019, the Partnership posted a third quarter presentation on the Partnership’s website at www.nblmidstream.com. | nblx-20190930x8kearnin.htm |
| 2019-10-28 | 8-K | 2019-10-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On October 24, 2019, the sole member of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), appointed Phillip S. Welborn as Chief Accounting Officer of the General Partner, effective October 28, 2019. 8.01 On October 24, 2019, the General Partner of the Partnership appointed John S. Reuwer as Vice President, Business and Corporate Development, effective October 28, 2019. | nblx-20191024x8k.htm |
| 2019-10-25 | 8-K/A | 2019-08-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 13, 2019, the sole member of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), appointed Rachel G. Clingman as a member of the board of directors (the “Board”) of the General Partner. | nblx-20190813x8ka.htm |
| 2019-10-25 | 8-K/A | 2019-08-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Terry R. Gerhart and John C. Nicholson each resigned on Friday, August 9, 2019, as, respectively, a director and Chief Executive Officer and Chief Operating Officer, of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), in order to pursue other business opportunities. | nblx-20190812x8ka.htm |
| 2019-09-27 | 8-K | 2019-09-25 | 7.01 Regulation FD Disclosure | 7.01 On September 25, 2019, the sole member of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), appointed Thomas W. Christensen as Chief Financial Officer of the General Partner. | nblx-20190925x8k.htm |
| 2019-08-26 | 8-K | 2019-08-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. | nblx-20190823x8k.htm |
| 2019-08-13 | 8-K | 2019-08-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 13, 2019, the sole member of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), appointed Rachel G. Clingman as a member of the board of directors (the “Board”) of the General Partner. | nblx-20190813x8k.htm |
| 2019-08-12 | 8-K | 2019-08-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Terry R. Gerhart and John C. Nicholson each resigned on Friday, August 9, 2019, as, respectively, a director and Chief Executive Officer and Chief Operating Officer, of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), in order to pursue other business opportunities. | nblx-20190812x8k.htm |
| 2019-08-02 | 8-K | 2019-08-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 2, 2019, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended June 30, 2019. 7.01 In addition, on August 2, 2019, the Partnership posted a third quarter presentation on the Partnership’s website at www.nblmidstream.com. | nblx-20190630x8kearningsre.htm |
| 2019-07-05 | 8-K | 2019-06-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On June 28, 2019, John F. Bookout IV, resigned as Chief Financial Officer of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), to pursue other business opportunities. 8.01 Effective June 19, 2019, Aaron G. Carlson was appointed General Counsel and Secretary of the General Partner. | nblx-20190705x8k.htm |
| 2019-05-03 | 8-K | 2019-05-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 3, 2019, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended March 31, 2019. 7.01 In addition, on May 3, 2019, the Partnership posted a third quarter presentation on the Partnership’s website at www.nblmidstream.com. | nblx-20190331x8kearningsre.htm |
| 2019-03-27 | 8-K | 2019-03-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 21, 2019, Harry R. Beaudry announced his intention to resign as General Counsel and Secretary of Noble Midstream GP LLC, the general partner of Noble Midstream Partners LP, effective April 5, 2019, in order to pursue other opportunities. | nblx-20190327xform8xk.htm |
| 2019-02-19 | 8-K | 2019-02-19 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 19, 2019, Noble Midstream Partners LP (the Partnership) issued a press release announcing results for the fiscal year and quarter ended December 31, 2018. 7.01 On February 19, 2019, the Partnership issued a press release with respect to its 2019 capital budget and operational and financial guidance. | nblx-20181231x8kearningsre.htm |
| 2018-11-27 | 8-K | 2018-11-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 26, 2018, the sole member of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), appointed Brent J. Smolik as a member of the board of directors (the “Board”) of the General Partner. | nblx11262018boardmember8-k.htm |
| 2018-11-01 | 8-K | 2018-11-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 1, 2018, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended September 30, 2018. 7.01 In addition, on November 1, 2018, the Partnership posted a third quarter presentation on the Partnership’s website at www.nblmidstream.com. | nblx-20180930x8kearningsre.htm |
| 2018-10-24 | 8-K | 2018-10-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 18, 2018, Gary W. Willingham announced that he will resign from the board of directors of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”) effective October 24, 2018. | d643667d8k.htm |
| 2018-08-03 | 8-K | 2018-08-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 3, 2018, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended June 30, 2018. 7.01 In addition, on August 3, 2018, the Partnership posted a second quarter presentation on the Partnership’s website at www.nblmidstream.com. | nblx-20180630x8kearningsre.htm |
| 2018-07-03 | 8-K | 2018-07-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 1, 2018, the sole member of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), appointed Thomas H. Walker as a member of the board of directors (the “Board”) of the General Partner. | nblx07012018boardmember8-k.htm |
| 2018-05-01 | 8-K | 2018-05-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 1, 2018, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended March 31, 2018. 7.01 In addition, on May 1, 2018, the Partnership posted a first quarter presentation on the Partnership’s website at www.nblmidstream.com. | nblx-20180331x8kearningsre.htm |
| 2018-04-13 | 8-K/A | 2018-01-31 | 9.01 Financial Statements and Exhibits | 9.01 The consolidated financial statements of Saddle Butte II as of and for each of the years in the three-year period ended December 31, 2017 (audited), including the notes thereto, are filed herewith as Exhibit 99.1. | form8-kaxblackdiamondaudit.htm |
| 2018-03-12 | 8-K | 2018-03-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the Amendment and Restatement provided above under Item 1.01 is incorporated into this Item 2.03 by reference. 7.01 On March 12, 2018, the Partnership issued a news release announcing the closing of the Amendment and Restatement. | d549768d8k.htm |
| 2018-02-20 | 8-K | 2018-02-20 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 20, 2018, Noble Midstream Partners LP (the Partnership) issued a press release announcing results for the fiscal year and quarter ended December 31, 2017. 7.01 On February 20, 2018, the Partnership issued a press release with respect to its 2018 capital budget and operational and financial guidance. | nblx-20171231x8kearningsre.htm |
| 2018-02-02 | 8-K | 2018-01-31 | 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 2.01 On January 31, 2018, Noble Midstream Partners LP (the “Partnership”) and its wholly-owned subsidiary Black Diamond Gathering Holdings LLC (“Noble Member”), through Black Diamond Gathering LLC (“Black Diamond”), an entity formed by Noble Member and Greenfield Midstream, LLC, an EnCap Flatrock Midstream portfolio company (“Greenfield Member”), completed the previously announced acquisition (the “Acquisition”) of all of the issued and outstanding limited liability company interests in Saddle Butte Rockies Midstream, LLC and certain affiliates (collectively, “Saddle Butte”) from Saddle Butte Pipeline II, LLC (“Seller”). 2.03 In conjunction with the closing of the Acquisition, Noble Midstream Services, LLC, as the Borrower, requested and obtained an increase in the aggregate commitment under the Credit Agreement (as defined below), increasing the size of the revolving credit facility under the Credit Agreement from $350 million to $530 million. 7.01 On January 31, 2018, the Company issued a news release announcing the closing of the Acquisition. | d520439d8k.htm |
| 2017-12-15 | 8-K | 2017-12-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 12, 2017, Noble Midstream Partners LP (the “Partnership”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Partnership, its general partner, Noble Midstream GP LLC (the “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 representing limited partner interests in the Partnership (the “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 “Offering”). | d436370d8k.htm |
| 2017-12-12 | 8-K | 2017-12-12 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 12, 2017, Noble Member and Greenfield Member entered into an Amended and Restated Limited Liability Company Agreement of Black Diamond JV (the “Black Diamond JV LLC Agreement”). | d434252d8k.htm |
| 2017-10-30 | 8-K | 2017-10-30 | 2.02 Results of Operations and Financial Condition | 2.02 On October 30, 2017, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended September 30, 2017. | nblx-20170930x8kearningsre.htm |
| 2017-08-03 | 8-K | 2017-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2017, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended June 30, 2017. | nblx-20170630x8kearningsre.htm |
| 2017-07-14 | 8-K | 2017-07-14 | 8.01 Other Events | 8.01 Unaudited pro forma consolidated financial information of Noble Midstream Partners LP (the “Partnership”) as of March 31, 2017 and for the three months ended March 31, 2017 and the year ended December 31, 2016 is filed as Exhibit 99.1 to this Current Report on Form 8-K. The unaudited pro forma consolidated balance sheet as of March 31, 2017 is derived from the historical consolidated financial statements of the Partnership and has been adjusted to give effect to certain previously reported transactions as if they had occurred on March 31, 2017. | nblxproformaform8-k.htm |
| 2017-06-26 | 8-K | 2017-06-20 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 On June 20, 2017, Noble Midstream Partners LP (the “Partnership”) entered into a Contribution Agreement (the “Contribution Agreement”) by and among the Partnership, Noble Midstream GP LLC, the general partner of the Partnership (the “General Partner”), Noble Midstream Services, LLC (“Midstream Services”), NBL Midstream, LLC (“NBL Midstream”), a subsidiary of Noble Energy, Inc. (“Noble”) and Blanco River DevCo GP LLC (“Blanco River DevCo GP”). 2.01 To the extent required, the information regarding the Transaction set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.02 The information regarding the Transaction and the Private Placement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 7.01 On June 21, 2017, the Partnership issued two press releases relating to the Transaction and the Private Placement, which are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference. | nblx-pipeandcontribution8xk.htm |
| 2017-06-07 | 8-K | 2017-06-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) Election of Director. | nblx2017-electionofdirecto.htm |
| 2017-05-01 | 8-K | 2017-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 1, 2017, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended March 31, 2017. | nblx-20170331x8kearningsre.htm |
| 2017-04-07 | 8-K | 2017-04-03 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On April 3, 2017, Trinity River DevCo LLC (“Trinity”), an indirect wholly owned subsidiary Noble Midstream Partners LP (the “Company”), and Plains Pipeline, L.P. (“Plains”), a wholly owned subsidiary of Plains All American Pipeline L.P. (“PAA”), completed the acquisition of Advantage Pipeline, L.L.C. (“Advantage”) through a newly formed 50/50 joint venture (the “Advantage Joint Venture”). | nblx-advantagetransaction8.htm |
| 2017-02-13 | 8-K | 2017-02-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 13, 2017, Noble Midstream Partners LP (the “Company”) issued a press release announcing results for the fiscal year and quarter ended December 31, 2016. 7.01 On February 13, 2017, the Company issued a press release with respect to its 2017 capital budget and operational and financial guidance. | nblx-20161231x8kearningsre.htm |
| 2017-01-26 | 8-K | 2017-01-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The board of directors (the “Board”) of Noble Midstream GP LLC (the “Company”), the general partner of Noble Midstream Partners LP (the “Partnership”) previously adopted the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the “LTIP”). | nblx-8k2017rsugrant.htm |
| 2016-11-02 | 8-K | 2016-10-27 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On November 2, 2016, Noble Midstream Partners LP (the “Company”) issued a press release announcing results for the fiscal quarter ended September 30, 2016. 5.02 On October 27, 2016, the sole member of Noble Midstream GP LLC, the general partner (the “General Partner”) of the Company, appointed Martin Salinas, Jr. as a member of the board of directors (the "Board") of the General Partner. | nblx-20160930x8kearningsre.htm |
| 2016-09-20 | 8-K | 2016-09-14 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On September 20, 2016, Noble Midstream Partners LP (the “Partnership”), closed its 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). 2.01 • the General Partner retained a non-economic general partnership interest in the Partnership. 2.03 The description of the Credit Agreement provided above under Item 1.01 is incorporated into this Item 2.03 by reference. 3.02 The description in Item 2.01 above of the issuances by the Partnership of securities in connection with the consummation of the transactions contemplated by the Contribution Agreement is incorporated herein by reference. 5.02 In connection with the Offering, the board of directors of the General Partner adopted Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the “LTIP”). 5.03 On September 20, 2016, in connection with the closing of the Offering, the General Partner and NBL Midstream, as a limited partner, amended and restated the Agreement of Limited Partnership of the Partnership and entered into the Partnership Agreement. | d244296d8k.htm |