15 Oct 2020listing compliance notice▼ BadMajor
NOBLE ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
5 Oct 2020business combination● NeutralMajor
The Chevron merger closed on October 5, 2020. Noble is now a wholly owned Chevron subsidiary, each Noble share was converted into 0.1191 of a Chevron share (cash for fractions), and Nasdaq trading was suspended with a Form 25 filed to delist and deregister the stock. Noble's $4.0B revolving credit agreement was terminated and repaid, with $330.0M outstanding at closing and no early termination penalty. All former directors and officers left, and Jeff B. Gustavson became President. This resolves the merger thread: it ends public ownership of Noble stock, and holders now hold Chevron shares.
5 Oct 2020listing compliance notice● NeutralMajor
NOBLE ENERGY INC's exchange filed to remove a class of its securities from listing.
24 Sept 2020business combination● Neutral
Noble added disclosures to its merger proxy statement after three more stockholder lawsuits (Hogan, Kumar, Fague) were filed in New York federal court, alleging the proxy disclosures were incomplete. Noble and Chevron say the claims have no merit and added the information voluntarily. The additions include management's cash-flow forecasts, the comparison deals used by J.P. Morgan, and analyst price targets of $6.80 to $24 per share (median $13). The filing says no standstill agreement blocks a rival bid. The deal terms are unchanged and the vote was still ahead.
26 Aug 2020business combination● NeutralMajor
Noble sent stockholders its definitive proxy statement for the Chevron merger, with a special meeting set for October 2, 2020 (virtual only) and a record date of August 21, 2020. Based on Chevron's August 24 price, the 0.1191-share exchange was worth about $10.39 per Noble share, a premium of about 7.6% over the July 17 close. Former Noble holders would own about 3.0% of Chevron. The board unanimously recommends voting for the deal, which needs a majority of outstanding Noble shares. This moves the July merger agreement to the stockholder vote stage.
22 July 2020material agreement● Neutral
Noble refiled its July 20 merger report with Chevron only to fix typographical errors in Sections 2.2(a) and 9.1(b)(i) of the merger agreement. The deal terms are unchanged: 0.1191 of a Chevron share per Noble share, a vote by Noble stockholders, an end date of January 20, 2021 (extendable to April 20, 2021 if only regulatory approvals remain), and a $176,295,000 termination fee in specified cases. The filing does not say what the corrected text was.
21 July 2020business combination● NeutralMajor
Noble signed a merger agreement with Chevron under which Noble would become a wholly owned Chevron subsidiary, and each Noble share would convert into 0.1191 of a Chevron share plus cash for any fraction. Closing needs Noble stockholder approval, HSR antitrust clearance and other regulatory approvals, an effective Chevron S-4, and NYSE listing of the new Chevron shares; the end date is January 20, 2021, automatically extended to April 20, 2021 if only regulatory approvals are outstanding. Noble owes Chevron a $176,295,000 termination fee in specified cases, such as taking a rival deal. The board unanimously recommends the deal, which has not yet closed or been voted on.
20 July 2020business combination● NeutralMajor
On July 20, 2020 Noble announced it had signed a merger agreement with Chevron and Chevron's subsidiary Chelsea Merger Sub Inc.; the filing itself mostly attaches Chevron's press release and legal notices, and the terms are in the companion filing. It starts a path that could end shareholders' ownership of Noble stock, but nothing is completed yet.
27 Dec 2019listing compliance notice▲ GoodMajor
the exchange certified NOBLE ENERGY INC's securities for listing, clearing them to begin trading.
27 Dec 2019listing compliance notice▼ BadMajor
NOBLE ENERGY INC's securities were notified for removal from listing and registration on its exchange.
16 Dec 2019listing compliance notice● Neutral
Noble decided on December 16, 2019 to move its common stock listing from the New York Stock Exchange to the Nasdaq Global Select Market. NYSE trading is expected to end at close on December 27, 2019, with Nasdaq trading starting December 30, 2019, still under the symbol NBL. Shares are unaffected and this is a voluntary move, not a compliance problem.
1 Oct 2019material agreement● Neutral
On October 1, 2019 Noble completed the $500M 3.250% 2029 and $500M 4.200% 2049 note sales under an Eighth Supplemental Indenture (unsecured, Wells Fargo trustee). It also announced results of its tender offer for the $1 billion 4.15% notes due 2021; the figures sit in a press release exhibit not reproduced here, so the amount tendered is not known from this text. This completes the September offering.
27 Sept 2019material agreement● Neutral
On September 24, 2019 Noble agreed to sell $500M of 3.250% notes due 2029 and $500M of 4.200% notes due 2049, closing expected October 1, 2019, for net proceeds of about $1.0 billion. It plans to use the money, with cash on hand or available liquidity, to buy or redeem all of its $1 billion 4.15% notes due 2021. This is a refinancing of existing debt into longer-dated notes, like the 2017 deal for the 2019 notes.
12 Mar 2018material agreement▲ Good
On March 9, 2018 Noble and its subsidiary NBL International Finance B.V. amended the $4.0 billion revolving credit facility (JPMorgan agent), pushing maturity from August 27, 2020 to March 9, 2023 and reallocating commitments among lenders. Total commitments stay at $4.0 billion, with the $600M swingline and $450M letter of credit sub-limits unchanged. This continues the facility last extended in 2015.
15 Dec 2017material agreement termination● NeutralMajor
Noble ended its May 2017 agreement to sell its CONE midstream holding company (NBL Midstream) to Wheeling Creek (Quantum), the roughly $765M deal whose deadline was extended a week earlier. Instead, on December 14, 2017, NBL Midstream agreed to sell only its 50% interest in CONE Gathering LLC to CNX Gas Company for $305 million cash, expected to close in Q1 2018; Noble keeps the 21.7 million CONE Midstream Partners units. This resolves the open question of the Wheeling Creek restructuring condition, using the CNX alternative the earlier letter agreement allowed.
8 Dec 2017material agreement▼ BadMajor
Noble, Wheeling Creek (a Quantum Energy Partners company) and Noble Energy US Holdings signed a letter agreement on December 7, 2017 changing the May 2017 sale of the CONE Gathering and CONE Midstream interests (about $765 million). The deadline to close moves from December 31, 2017 to June 30, 2018, and closing now requires restructuring the governance, operational and economic structure of CONE Gathering, CONE Midstream Partners and CONE Midstream GP in a way Wheeling Creek accepts. Noble may also negotiate a sale of the same interests to CNX Gas Company and its affiliates and end the Quantum agreement if a definitive agreement is signed. The sale is therefore less certain than when announced.
15 Aug 2017material agreement● Neutral
Noble completed the sale of the $600 million 3.850% notes due 2028 and $500 million 4.950% notes due 2047 on August 15, 2017, issued under a Seventh Supplemental Indenture with Wells Fargo as trustee. The filing also attaches an August 14 press release with the results of the tender offer for its $1 billion 8.25% notes due 2019; the figures are in the exhibit, which is not reproduced in the text, so the amount tendered is not known here.
10 Aug 2017material agreement● NeutralMajor
Noble agreed to sell $600 million of 3.850% notes due 2028 and $500 million of 4.950% notes due 2047, with net proceeds of about $1.1 billion. It plans to use these proceeds, plus cash on hand or available liquidity, to buy back or redeem all of its $1 billion of 8.25% senior notes due 2019. The notes are unsecured. Closing was expected August 15, 2017.
30 June 2017asset acquisition disposition● NeutralMajor
Noble closed the sale of its upstream northern West Virginia and southern Pennsylvania assets to HG Energy on June 28, 2017, completing the deal announced in May. The purchase price is $1.125 billion, subject to adjustments, plus up to $100 million of contingent payments in 2018-2020 if the Dominion South price condition is met. The sold properties had about 253 MMBoe of proved reserves at year-end 2016 and sold 72 MBoe per day in Q1 2017. Noble expects to use the proceeds to pay down its revolving credit facility.
23 May 2017material agreement● NeutralMajor
Noble agreed on May 17, 2017 to sell its 50% interest in CONE Gathering and 21.7 million units of CONE Midstream Partners (33.5% of that partnership) to Wheeling Creek Midstream, a Quantum Energy Partners company, for about $765 million in cash. This follows the upstream Appalachia sale and covers the CONE Gathering 50/50 stake with CNX. Closing is expected in Q3 2017, and the buyer can terminate if HG Energy ends the upstream deal over a Noble breach. The press release says 2017 divestiture proceeds total about $2 billion.
5 May 2017material agreement● NeutralMajor
Noble agreed on May 1, 2017 to sell all its upstream assets in northern West Virginia and southern Pennsylvania (the Marcellus position left after the CNX joint development ended in 2016) to HG Energy II Appalachia for $1.225 billion. That is $1.125 billion at closing plus up to $100 million in three $33.3 million payments if the Dominion South gas price is at or above $3.30 per million Btu in any year 2018-2020. Noble expects a loss of about $2.2 billion in Q2 2017 (book value about $3.3 billion), and says proceeds will pay down its revolving credit facility. The press release says this would pay down essentially all the borrowings from the Clayton Williams deal. Closing is expected by end of Q2 2017.
25 Apr 2017asset acquisition disposition▲ GoodMajor
Noble completed its acquisition of Clayton Williams Energy on April 24, 2017, the deal announced in January and approved by CWEI stockholders. CWEI holders get Noble shares, cash or a mix as they elected, prorated to 75% shares and 25% cash overall, and CWEI preferred shares get $1.00 cash each; final election and proration results are still to be announced. The press release says the assets include 71,000 net acres in the Southern Delaware Basin, another 100,000 net acres elsewhere in the Permian, and production of about 10 MBoe/d.
12 Apr 2017business combination● NeutralMajor
Noble and Clayton Williams announced that CWEI holders must make their cash/stock election by 5:00 p.m. Central on April 24, 2017, the same day as the CWEI stockholder vote. The companies currently expect the deal to close by April 25, 2017. The filing says the S-4 was declared effective on March 23, 2017 and the proxy was mailed on or about March 27. The vote and the proration result are still to come.
21 Mar 2017business combination● Neutral
Noble filed Amendment No. 1 to the CWEI merger registration statement, with the same deal terms as before. New in this version: the CWEI stockholder meeting is set for April 24, 2017, with a record date of March 23, 2017. The merger still needs approval from CWEI stockholders.
6 Mar 2017business combination● NeutralMajor
Noble filed the registration statement (Form S-4) for the Clayton Williams Energy acquisition agreed on January 13, 2017. It repeats the terms: each CWEI share gets 3.7222 Noble shares, or $34.75 plus 2.7874 Noble shares, or $138.39 in cash, prorated to 75% stock and 25% cash. It registers up to 56,201,516 Noble shares, and says former CWEI holders would own about 11% of Noble after the merger. Completion still needs a CWEI stockholder vote.
1 Mar 2017debt financing● NeutralMajor
Noble's Israel-based subsidiary signed a limited-recourse term loan facility of up to $1.0 billion (with $625 million initially committed) with Societe Generale, BNP Paribas, Crédit Agricole, ING and Natixis, to help fund its share of the first phase of the Leviathan field offshore Israel. It is undrawn at closing, matures eight years from signing, and is secured on the Leviathan interests; first gas is targeted for the end of 2019. This adds Leviathan to the Israeli assets described in the context (Tamar), and the debt is repaid from Leviathan revenues rather than being a general Noble obligation (the filing describes it as limited recourse).
17 Jan 2017business combination● NeutralMajor
On 2017-01-13 Noble agreed to acquire Clayton Williams Energy (CWEI) for a mix of 75% Noble shares and 25% cash, valued at about $2.7B at the 2017-01-13 Noble share price. Each CWEI share can be exchanged for 3.7222 Noble shares, or $34.75 plus 2.7874 shares, or $138.39 in cash, subject to proration. It needs a majority CWEI vote and antitrust clearance, can be terminated if not closed by 2017-07-17, and CWEI may owe an $87M termination fee in certain cases. Ares-affiliated holders (about 35% of CWEI) and the Williams family agreed not to seek appraisal, and Ares agreed to vote in favour. For Noble shareholders this means new shares will be issued, diluting them.
6 Dec 2016material agreement termination● NeutralMajor
On 2016-12-01 Noble and CNX Gas ended the 2011 Marcellus Joint Development Agreement as the Exchange Agreement of 2016-10-29 closed. Noble's remaining drilling carry obligation, $1.6B as of 2016-10-01, was extinguished. The two swapped interests in the co-owned properties, and Noble paid CNX $213M in cash (including $8M of closing adjustments). This resolves the Marcellus carry thread: the obligation is gone, but Noble gave up its interest in part of the co-owned properties.
7 Jan 2016debt financing▲ GoodMajor
On 2016-01-06 Noble signed a new three-year term loan of up to $1.4B (Citibank as agent) and launched cash tender offers to buy back the Rosetta-origin 2021, 2022 and 2024 notes it issued in July 2015, capped at about $1.39B of purchase price. Prices are $1,000, $1,010 and $1,015 per $1,000 of notes for the 2024, 2022 and 2021 series for early tenders, expiring 2016-02-03. The CFO says this could save up to $50M a year in interest. The term loan funds the buyback, so the debt is partly swapped from fixed notes to a bank loan. The covenant caps total debt to capitalization at 65%. The final amount bought back is not in this filing.
31 Aug 2015debt financing▲ Good
On 2015-08-27 Noble and NBL International Finance amended the $4.0B revolving credit facility with JPMorgan as agent, extending maturity from 2018-10-03 to 2020-08-27, reallocating lender commitments and improving the pricing grid. The filing gives no drawn balance and no new facility size. This continues the credit facility thread and gives Noble longer access to the facility.