Item 1.02 Termination of a Material Definitive Agreement.

In connection with the completion of the Merger, on the Closing Date, Noble Energy terminated the Credit Agreement, dated as of October 14, 2011 (as amended, the "Credit Agreement"), among Noble Energy, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. In connection with the termination, Noble Energy repaid all of the outstanding obligations in respect of principal, interest and fees under the Credit Agreement.

The Credit Agreement provided for a $4.0 billion unsecured revolving credit facility that Noble Energy could draw upon for, among other things, general corporate purposes. Absent termination (or extension pursuant to its terms), the commitments under the Credit Agreement would have expired on March 9, 2023. As of the Closing Date, there was $330.0 million of borrowings outstanding under the Credit Agreement. Early termination of the Credit Agreement did not require payment of any early termination penalties.

Some of the lenders under the Credit Agreement and/or their affiliates have in the past performed investment banking, financial advisory, lending and/or commercial banking services, or other services for Noble Energy and its subsidiaries (including in connection with the transactions described in this Current Report on Form 8-K), for which they have received customary compensation and expense reimbursement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On the Closing Date, in connection with the consummation of the Merger, Noble Energy notified Nasdaq that the Merger had been consummated and requested that the trading of its common stock on Nasdaq be suspended and that the listing of its shares on Nasdaq be withdrawn. In addition, Noble Energy requested that Nasdaq file with the SEC a notification on Form 25 to report the delisting of its shares from Nasdaq and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended. Nasdaq filed the Form 25 on the Closing Date.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.





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Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Merger, a change of control of Noble Energy occurred, and Noble Energy became a direct, wholly-owned subsidiary of Chevron.

The information set forth in the Introductory Note, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

In connection with the Merger, all of the directors and officers of Noble Energy immediately prior to the Effective Time ceased to be directors or officers of Noble Energy at the Effective Time, and, at the Effective Time, Frank W. Mount, M. Ryan LaRosa and Stephen W. Green became the directors of Noble Energy, and Jeff B. Gustavson became the President of Noble Energy. Immediately after the Effective Time, directors Frank W. Mount, M. Ryan LaRosa and Stephen W. Green were replaced by Jeff B. Gustavson, Alana K. Knowles and Uriel M. Oseguera by action of Chevron as the sole shareholder of Noble Energy.

Jeff B. Gustavson, 48, serves as the Vice President of Chevron North America Exploration & Production Company and oversees its Mid-Continent Business Unit, a position he has held since February 2018. From September 2015 to February 2018, Mr. Gustavson was the President of Chevron Canada Limited. Prior to that, he has held positions in Finance, Mergers & Acquisitions, Corporate Strategic Planning, Supply and Trading, Investor Relations and Upstream and has had various assignments in the United States, Venezuela, the United Kingdom and Canada, having joined Chevron in 1999.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, Noble Energy's certificate of incorporation and by-laws were amended and restated in their entirety. Copies of Noble Energy's amended and restated certificate of incorporation and by-laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






Exhibit
  No.                               Description of Exhibit

2.1           Agreement and Plan of Merger, dated as of July 20, 2020, by and
            among Chevron Corporation, Chelsea Merger Sub Inc. and Noble Energy,
            Inc. (incorporated by reference to Exhibit 2.1 to Noble Energy, Inc.'s
            Current Report on Form 8-K/A filed with the SEC on July 22, 2020).  *

3.1           Amended and Restated Certificate of Incorporation of Noble Energy,
            Inc. as of October 5, 2020.

3.2           Amended and Restated By-Laws of Noble Energy, Inc. as of October 5,
            2020.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)






*   Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.
    A copy of any omitted exhibit or schedule will be furnished supplementally to
    the SEC upon request.




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