Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
NOBLE ENERGY INC announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
Capital Research Global Investors ** reported a NOBLE ENERGY INC shareholding of 44,012,968 shares (9.20% of votes) in a periodic institutional filing.
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.
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.
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.
NOBLE ENERGY INC shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).