Item 2.01 Completion of Acquisition or Disposition of Assets.
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"). At the effective time
of the Merger (the "Effective Time"), the Partnership became an indirect,
wholly-owned subsidiary of Chevron.
Pursuant to the terms and conditions of the Merger Agreement, at the Effective
Time, each outstanding common unit representing a limited partner interest in
the Partnership (each, a "Partnership Common Unit"), other than Partnership
Common Units owned by Chevron and its subsidiaries (each, a "Public Common
Unit"), converted into the right to receive 0.1393 of a share of common stock,
par value $0.75 per share, of Chevron (the "Chevron Common Stock" and the shares
of Chevron Common Stock issued in the Merger, the "Merger Consideration"). The
General Partner's non-economic general partner interest in the Partnership
remained outstanding, and the General Partner continued as the sole general
partner of the Surviving Entity.
Pursuant to the Merger Agreement, Chevron issued approximately 4.7 million
shares of Chevron Common Stock to the holders of Partnership Common Units as
Merger Consideration, as described above.
The Merger Agreement is filed as Exhibit 2.1 to the Partnership's Current Report
on Form 8-K filed with the Securities and Exchange Commission ("SEC") on
March 5, 2021, which agreement is incorporated herein by reference. The
foregoing summary of the Merger Agreement has been included to provide investors
and security holders with information regarding the terms of the Merger
Agreement and is qualified in its entirety by the terms and conditions of the
Merger Agreement. It is not intended to provide any other factual information
about the Partnership, Chevron or their respective subsidiaries and affiliates.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 is incorporated into this Item 3.01 by
reference.
In connection with the closing of the Merger, the Partnership notified the
Nasdaq Stock Market ("Nasdaq") that (i) the Merger had been consummated and
(ii) requested that Nasdaq (x) suspend trading of the Partnership Common Units
prior to market open on May 11, 2021, (y) withdraw the Partnership Common Units
from listing on Nasdaq and (z) file with the SEC a Form 25 notification of
Removal from Listing and/or Registration to delist and deregister the
Partnership Common Units under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The Partnership intends to file a
certification on Form 15 under the Exchange Act with the SEC requesting the
deregistration of the Partnership Common Units under Section 12(g) of the
Exchange Act and the suspension of the Partnership's reporting obligations under
Sections 13 and 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Item 2.01 above is incorporated into this Item 5.02
by reference.
In connection with the consummation of the Merger, as of the Effective Time,
Andrew E. Viens, Hallie A. Vanderhider and Martin Salinas, Jr. stepped down from
their respective roles as members of the Board of Directors of the General
Partner (the "GP Board"). The decision of each of Mr. Viens, Ms. Vanderhider and
Mr. Salinas to step down as a member of the GP Board was not the result of any
disagreement with the General Partner or the Partnership on any matter relating
to the operations, policies or practices of the General Partner or the
Partnership.
As previously disclosed on the Partnership's Form 8-K filed with the SEC on May
10, 2021, in connection with the consummation of the Merger, Thomas W.
Christensen shall cease to serve as the Senior Vice President, Chief Financial
Officer and Chief Accounting Officer of the General Partner effective June 4,
2021. The Board of Directors of the General Partner is appreciative of Mr.
Christensen's service to the General Partner and the Partnership, and Mr.
Christensen's departure is not the result of any disagreement on any matter,
including in relation to the General Partner or the Partnership.
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Item 7.01 Regulation FD Disclosure.
The Partnership and Chevron issued a joint press release on May 11, 2021
announcing, among other things, the closing of the Merger. A copy of the press
release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall
not be deemed "filed" for purposes of Section 18 of the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of the Exhibit
2.1* Agreement and Plan of Merger, dated as of March 4, 2021, by and
among Chevron Corporation, Cadmium Holdings Inc., Cadmium Merger Sub
LLC, Noble Midstream GP LLC and Noble Midstream Partners LP (filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K (Date of
Event: March 4, 2021) filed March 5, 2021 and incorporated herein by
reference).
99.1 Press Release dated May 11, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K
and will be provided to the Securities and Exchange Commission upon request.
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