History
Noble Energy grew through a Marcellus partnership, the Rosetta and Clayton Williams acquisitions, then sold Appalachian assets before Chevron bought it in an all-stock deal in 2020.
2011-2012: Borrowing to build in the Marcellus
The record opens in 2011 with Noble Energy raising money and committing to a large new gas position. In February it sold $850 million of 6.000% notes due 2041, netting about $835.4 million. In August it agreed to buy half of CNX Gas's Marcellus Shale interests, about 663,350 net acres in West Virginia and Pennsylvania, for about $1.07 billion in cash over three yearly installments, plus $160 million for half of CNX's existing wells. Noble also agreed to pay part of CNX's drilling costs, up to about $2.13 billion, under a joint development agreement.
The deal closed on September 30, 2011. Noble paid about $327 million as the first installment and about $160 million for the wells. The two companies formed CONE Gathering LLC, owned 50/50, and Noble put in about $73 million in cash. In October Noble signed a new $3.0 billion five-year revolving credit facility and drew $400 million to repay its older $2.1 billion facility. In December it sold $1.0 billion of 4.15% notes due 2021, netting about $991.3 million.
In March 2012 Noble's Israeli subsidiary and its Tamar partners signed a gas sales agreement with Israel Electric Corporation. It covered about 2.725 trillion cubic feet of gas over roughly 15 years, starting from commissioning expected in the second quarter of 2013. Noble operated Tamar with a 36.000% working interest. Shares on issue roughly doubled between 2012 and 2013, but the beats do not explain the change, so it is not narrated here. The record for 2013 and 2014 is quiet.
2015-2016: Rosetta and a restructured debt load
In February 2015 Noble agreed to sell 21,000,000 new shares at $46.075 each, for net proceeds of about $967 million. About $150 million went to repay revolving credit debt and the rest to general purposes, including its capital investment program. In May it agreed to buy Rosetta Resources in an all-stock deal at 0.542 Noble shares per Rosetta share. The merger closed on July 20, 2015, with about 41 million new Noble shares issued. It brought about 50,000 net Eagle Ford acres and 56,000 net Permian acres, and Rosetta's chief executive James Craddock joined Noble's board.
Noble also took on Rosetta's debt. On July 29 it exchanged about $692.96 million, $597.44 million and $498.79 million of Rosetta's 2021, 2022 and 2024 notes for matching Noble notes, about $1.79 billion in total. In January 2016 it signed a three-year term loan of up to $1.4 billion and launched tender offers to buy back those notes, which the chief financial officer said could save up to $50 million a year in interest. The final amount bought back is not in the record.
In December 2016 Noble and CNX ended the 2011 joint development agreement. Noble's remaining drilling obligation, $1.6 billion, was extinguished. The companies swapped interests in the co-owned properties, and Noble paid CNX $213 million in cash.
2017-2018: Permian purchase, Appalachian exit
2017 was the busiest year. In January Noble agreed to buy Clayton Williams Energy for about $2.7 billion, 75% in Noble shares and 25% in cash. Up to 56,201,516 shares were registered for the deal, and former Clayton Williams holders were to own about 11% of Noble. It closed on April 24, 2017, adding 71,000 net acres in the Southern Delaware Basin, another 100,000 net acres in the Permian, and production of about 10,000 barrels of oil equivalent a day. Shares on issue rose from 430.5 million at the end of 2016 to 486.9 million at the end of 2017.
Noble then sold much of what it had built in Appalachia. In May it agreed to sell its northern West Virginia and southern Pennsylvania upstream assets to HG Energy II Appalachia for $1.125 billion plus up to $100 million of contingent payments tied to gas prices in 2018-2020. It expected a loss of about $2.2 billion. The sale closed on June 28, 2017, with proceeds meant to pay down its revolving credit facility.
A planned $765 million sale of its CONE Gathering and CONE Midstream Partners interests to Wheeling Creek, a Quantum Energy Partners company, was extended in December and then ended. Noble instead agreed to sell only its 50% of CONE Gathering to CNX Gas for $305 million, keeping the 21.7 million CONE Midstream Partners units.
Other financing continued. In March Noble's Israeli subsidiary signed a limited-recourse loan of up to $1.0 billion to help fund the first phase of the Leviathan field offshore Israel. In August Noble sold $600 million of 3.850% notes due 2028 and $500 million of 4.950% notes due 2047, to redeem its $1 billion of 8.25% notes due 2019. The record for 2018 and most of 2019 is quiet apart from two listing notices in December 2019.
2020: Sale to Chevron
On July 20-21, 2020 Noble signed a merger agreement with Chevron. Each Noble share would convert into 0.1191 of a Chevron share. The agreement included a $176,295,000 termination fee payable by Noble in specified cases. The proxy statement valued the exchange at about $10.39 per Noble share, a premium of about 7.6% over the July 17 close, and said former Noble holders would own about 3.0% of Chevron. A special meeting was set for October 2.
The merger closed on October 5, 2020. Noble became a wholly owned Chevron subsidiary and its stock was delisted. Its $4.0 billion revolving credit facility, with $330.0 million outstanding, was repaid and terminated with no early termination penalty. All former directors and officers left, and Jeff B. Gustavson became President. Noble ended its registration of the stock on October 15. Stockholder lawsuits over the merger were still open at that date.
Written from the 32 story beats below (2011 to 15 Oct 2020), which come from the company's own announcements and filings.