UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Introductory Note
On May 11, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of March 4, 2021, 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, 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, with the Partnership surviving as an indirect, wholly-owned subsidiary of Chevron (the “Merger”). The Merger became effective at the time of the filing of the certificate of merger with the Secretary of State of Delaware on May 11, 2021.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth in the Introductory Note above is incorporated into this Item 1.02 by reference.
In connection with the closing of the Merger, on May 12, 2021, Chevron used available cash on hand and certain commercial paper borrowings to repay all outstanding obligations under (i) that certain Credit Agreement, dated as of September 20, 2016, among Noble Midstream Services, LLC, as borrower, the Partnership, JPMorgan Chase Bank, N.A., as administrative agent, a swing line lender and an L/C issuer, and the other lenders, swing line lenders and L/C issuers party thereto (as amended, supplemented or modified from time to time, the “Credit Agreement”), (ii) that certain Term Credit Agreement, dated as of July 31, 2018, among Noble Midstream Services, LLC, as borrower, the Partnership, Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto (as amended, supplemented or modified from time to time, the “2018 Term Credit Agreement”) and (iii) that certain Term Credit Agreement, dated as of August 23, 2019, among Noble Midstream Services, LLC, as borrower, the Partnership, Bank of Montreal, as administrative agent, and the lenders party thereto (as amended, supplemented or modified from time to time, the “2019 Term Credit Agreement” and, together with the 2018 Term Credit Agreement, the “Term Credit Agreements”). In connection therewith, the Credit Agreement and the Term Credit Agreements were terminated on May 12, 2021, and all outstanding obligations under the Credit Agreement and the Term Credit Agreements were paid off in full and all liens securing such obligations and guarantees of such obligations were released.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOBLE MIDSTREAM PARTNERS LP | ||
| By: | Noble Midstream GP LLC, its general partner | |
| By: | /s/ Aaron G. Carlson | |
| Name: | Aaron G. Carlson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Dated: May 14, 2021