Noble Energy, Inc. submitted a non-binding proposal to acquire remaining 37.4% stake in Noble Midstream Partners LP (NasdaqGS:NBLX) for approximately $420 million on February 4, 2021. Noble Energy, Inc. entered into a definitive agreement to acquire remaining 37.4% stake in Noble Midstream Partners LP (NasdaqGS:NBLX). Noble Energy is proposing to acquire the Noble Midstream Partners' common units through a merger transaction in exchange for shares of common stock of Chevron, at a value of $12.47 per common unit. As of March 5, 2021, Noble Midstream would receive 0.1393 of a share of common stock of Chevron in exchange for each Common Unit owned. Post completion of the acquisition, the Common Units are expected to be delisted from The NASDAQ Market LLC. The Proposal is subject to the negotiation and execution of definitive agreements, the requisite approvals and approval by the Board of Directors of Noble Midstream Partners, Effectiveness of registration statement and the Chevron Common Stock deliverable to the NBLX Limited Partners as contemplated by the Merger Agreement must have been approved for listing on the NYSE, subject to official notice of issuance. The merger was approved by the Board Noble Midstream Partners LP. The Conflicts Committee of the Board, comprised entirely of independent directors, after consultation with its independent legal and financial advisors, unanimously approved the merger. As of March 4, 2021, a subsidiary of Chevron, as the holder of a majority of the outstanding common units, has voted its units to approve the transaction. The transaction is expected to close in the second quarter of 2021. As of April 29, 2021, Noble Midstream Partners expects to close the merger transaction with Chevron Corporation in mid-May.

Citigroup Global Markets Inc. is acting as financial advisor and Ryan J. Maierson and Kevin M. Richardson of Latham & Watkins LLP is acting as legal advisors to Chevron. Janney Montgomery Scott is acting as financial advisor and fairness opinion provider and Joshua Davidson, Laura Katherine Mann, Michael Bresson, Jared Meier, Gerry Morton, Kyle Doherty, Thomas Jackson, Emil Barth, Mark Bodron and Michael Bodosky of Baker Botts L.L.P is acting as legal advisors to the Conflicts Committee of the Board. Noble Midstream Partners has agreed to pay Janney (i) an advisory fee of $1 million, $500,000 of which was payable upon substantial completion of the due diligence and financial analysis necessary for providing advisory services and $500,000 of which was payable upon completion of the Merger; and (ii) an opinion fee of $1.5 million upon delivery of the opinion to the Conflicts Committee, which was not contingent on the conclusions reached in such opinion. 

Noble Energy, Inc. completed the acquisition of remaining 37.4% stake in Noble Midstream Partners LP (NasdaqGS:NBLX) on May 11, 2021. Noble Midstream's common units will no longer be listed on the Nasdaq Global Select Market, and it will cease to be a publicly traded company. In connection with the consummation of the transaction, Andrew E. Viens, Hallie A. Vanderhider and Martin Salinas stepped down from their respective roles as members of the Board of Directors. Shearman & Sterling represented Chevron Corporation as antitrust counsel,