Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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PART I
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Items 1. and 2.
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Item 1A.
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Item 1B.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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the ability of Noble Energy, Inc. (Noble, NBL or Parent) to meet its drilling and development plans;
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changes in general economic conditions;
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competitive conditions in our industry;
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actions taken by third-party operators, gatherers, processors and transporters;
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the demand for crude oil and natural gas gathering and processing services;
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our ability to successfully implement our business plan;
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our ability to complete internal growth projects on time and on budget;
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the price and availability of debt and equity financing;
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the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels;
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competition from the same and alternative energy sources;
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energy efficiency and technology trends;
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operating hazards and other risks incidental to our midstream services;
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natural disasters, weather-related delays, casualty losses and other matters beyond our control;
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interest rates;
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labor relations;
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defaults by Noble under our gathering and processing agreements;
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changes in availability and cost of capital;
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changes in our tax status;
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the effect of existing and future laws and government regulations;
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the effects of future litigation; and
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certain factors discussed elsewhere in this Form 10-K.
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DevCo
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Areas Served
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NBLX Dedicated Service
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Current Status of Asset
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Dedicated Net Acreage
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NBLX Ownership
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Colorado River DevCo LP
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Wells Ranch IDP (DJ Basin)
East Pony (DJ Basin)
All Noble DJ Basin Acreage
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Crude Oil Gathering
Natural Gas Gathering
Water Services
Crude Oil Gathering
Crude Oil Treating
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Operational
Operational
Operational
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79,000
(1)
44,000
N/A
(2)
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80%
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San Juan River DevCo LP
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East Pony IDP (DJ Basin)
(3)
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Water Services
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Operational
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44,000
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25%
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Green River DevCo LP
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Mustang IDP (DJ Basin)
(4)
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Crude Oil Gathering
Natural Gas Gathering
Water Services
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Planning
Planning
Partially Operational
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75,000
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25%
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Laramie River DevCo LP
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Greeley Crescent IDP (DJ Basin)
(5)
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Crude Oil Gathering
Water Services
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Under Construction
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65,000
(5)
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100%
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Blanco River DevCo LP
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Delaware Basin
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Crude Oil Gathering
Produced Water Services
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Under Construction
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40,000
(6)
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25%
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Gunnison River DevCo LP
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Bronco IDP (DJ Basin)
(4)
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Crude Oil Gathering
Water Services
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Future Development
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36,000
(1)
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5%
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(1)
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During 2016, Noble entered into an acreage swap pursuant to which Noble increased its holdings in the Wells Ranch IDP by approximately 11,700 net acres in exchange for reducing its interest in the Bronco IDP by approximately 13,500 net acres. Upon completion, all of the inbound acreage in the Wells Ranch IDP became dedicated to us and the outbound acreage in the Bronco IDP was released from the prior dedications to us.
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(2)
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The fee for crude oil treating services is not acreage based. We receive a monthly fee for each Noble-operated well producing in paying quantities in the DJ Basin that is not connected to our crude oil gathering systems during each month, which was 3,531 wells as of
December 31, 2016
.
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(3)
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We currently provide produced water services through third party transportation providers and produced water disposal facilities, and may provide additional produced water services in the future.
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(4)
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We currently have limited midstream infrastructure assets in the Mustang IDP and no midstream infrastructure assets in the Bronco IDP. Our assets in these IDP areas currently consist primarily of dedications to us from Noble for future production in these IDP areas. In the Mustang IDP, we also own one fresh water storage pond with a storage capacity of approximately 230,000 Bbls of water, rights-of-way and surface rights on which we are constructing additional components of the fresh water system and on which we plan to construct crude oil, natural gas and water infrastructure in order to provide services under our dedications. We anticipate the first centralized facility servicing the Mustang IDP and related gathering infrastructure to be in service by the end of first quarter 2018.
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(5)
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Our assets in this IDP area currently consist of dedications to us from Noble and an unaffiliated third party. During 2016, Noble entered an agreement to sell approximately 33,000 net acres in the Greeley Crescent IDP to such third party. The first closing in respect of such sale, pursuant to which the non-producing acreage was conveyed from Noble, occurred in 2016. A second closing is expected to occur in mid-2017. All of the acreage in the Greeley Crescent IDP remains subject to the dedications in favor of us for crude oil gathering, produced water services and fresh water services.
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(6)
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Includes acreage currently dedicated to other providers for produced water services and committed to us upon expiration of existing dedications. The majority of these dedications will expire or are expected to be terminated by Noble by the time our planned infrastructure is operational in 2017.
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•
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a total of
1,527,584
common units, representing a 4.8% limited partner interest in the Partnership;
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a total of
15,902,584
subordinated units, representing an approximate 50.0% limited partner interest in the Partnership;
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Incentive Distribution Rights (IDRs) in the Partnership;
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an initial cash distribution of
$296.8 million
from the Partnership; and
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a non-economic general partnership interest in the Partnership, through our general partner, Noble Midstream GP LLC, which is not entitled to receive cash distributions.
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Areas Served
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NBLX ROFR Service
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Current Status of Asset
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ROFR Net Acreage
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East Pony (Northern Colorado)
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Natural Gas Processing
Natural Gas Gathering
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Operational
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N/A
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Eagle Ford Shale
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Crude Oil Gathering
Natural Gas Gathering
Water Services
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Operational
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31,000
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DJ Basin (other than dedicated above)
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To the extent not already covered in dedication in the prior chart:
Crude Oil Gathering
Natural Gas Gathering
Water Services
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N/A
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85,000
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Delaware Basin
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Natural Gas Gathering
Fresh Water Services
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Under Construction
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40,000
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All future-acquired onshore acreage in the United States (outside of the Marcellus Shale)
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Crude Oil Gathering
Natural Gas Gathering
Natural Gas Processing
Water Services
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N/A
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N/A
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Year Ended December 31, 2016
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As of December 31, 2016
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Throughput Capacity (Bbl/d)
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Average Daily Throughput (Bbl/d)
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Horizontal Wells
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Number of Wells
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Approximate Average Lateral Feet per Well
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Wells Ranch IDP
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45,000
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26,802
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356
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5,661
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East Pony IDP
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85,000
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18,434
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200
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4,666
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Annual Operating Capacity (Bbls)
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Number of Wells Subject to Fee
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Vertical
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Horizontal
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Platteville
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1,825,000
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3,016
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515
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Briggsdale
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2,740,000
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Year Ended December 31, 2016
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As of December 31, 2016
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Throughput Capacity (Mcf/d)
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Average Daily Throughput (MMBtu/d)
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Horizontal Wells
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Number of Wells
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Approximate Average Lateral Feet per Well
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Wells Ranch IDP
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150,000
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132,147
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375
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5,583
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Year Ended December 31, 2016
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As of December 31, 2016
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Throughput Capacity (Bbl/d)
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Average Daily Throughput (Bbl/d)
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Horizontal Wells
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Number of Wells
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Approximate Average Lateral Feet per Well
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Wells Ranch IDP
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15,000
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10,592
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356
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5,661
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Year Ended December 31, 2016
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Distribution Capacity (Bpm)
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Average Daily Throughput (Bbl/d)
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Storage Capacity (Bbls)
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Wells Ranch IDP
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160
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64,306
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500,000
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East Pony IDP
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160
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22,423
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550,000
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Mustang IDP
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(1
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)
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7,498
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230,000
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(1)
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Consists of a system delivering fresh water from Noble-owned water wells to a storage pond. A volumetric fee for the fresh water distributed from this pond is charged as the water is distributed from the pond by truck or third party temporary pipeline.
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limiting or prohibiting construction, expansion, modification and operational activities based on National Ambient Air Quality Standards (NAAQS) and in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered species;
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requiring remedial action to mitigate pollution conditions caused by our operations or attributable to former operations;
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enjoining, or compelling changes to, the operations of facilities deemed not to be in compliance with permits issued pursuant to such environmental laws and regulations;
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requiring noise, lighting, visual impact, odor or dust mitigation, setbacks, landscaping, fencing and other measures; and
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limiting or restricting water use.
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a reduction in or slowing of Noble’s drilling and development plan on our dedicated acreage, which would directly and adversely impact demand for our midstream services;
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the volatility of crude oil, natural gas and NGL prices, which could have a negative effect on Noble’s drilling and development plan on our dedicated acreage or Noble’s ability to finance its operations and drilling and completion costs on our dedicated acreage;
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the availability of capital on an economic basis to fund Noble’s exploration and development activities;
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drilling and operating risks, including potential environmental liabilities, associated with Noble’s operations on our dedicated acreage;
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downstream processing and transportation capacity constraints and interruptions, including the failure of Noble to have sufficient contracted processing or transportation capacity; and
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adverse effects of increased or changed governmental and environmental regulation or enforcement of existing regulation.
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Noble’s financial condition, credit ratings, leverage, market reputation, liquidity and cash flows;
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Noble’s ability to maintain or replace its reserves;
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adverse effects of governmental and environmental regulation on Noble’s upstream operations; and
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losses from pending or future litigation.
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the volumes of natural gas we gather, the volumes of crude oil we gather, the volumes of produced water we collect, clean or dispose of and the volumes of fresh water we distribute and store and the number of wells that have access to our crude oil treating facilities;
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market prices of crude oil, natural gas and NGLs and their effect on our customers’ drilling and development plan on our dedicated acreage and the volumes of hydrocarbons that are produced on our dedicated acreage and for which we provide midstream services;
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our customers’ ability to fund their drilling and development plans on our dedicated acreage;
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downstream processing and transportation capacity constraints and interruptions, including the failure of our customers to have sufficient contracted processing or transportation capacity;
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the levels of our operating expenses, maintenance expenses and general and administrative expenses;
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regulatory action affecting: (i) the supply of, or demand for, crude oil, natural gas, NGLs and water, (ii) the rates we can charge for our midstream services, (iii) the terms upon which we are able to contract to provide our midstream services, (iv) our existing gathering and other commercial agreements or (v) our operating costs or our operating flexibility;
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the rates we charge third parties for our midstream services;
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prevailing economic conditions; and
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adverse weather conditions.
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the level and timing of our capital expenditures;
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our debt service requirements and other liabilities;
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our ability to borrow under our debt agreements to fund our capital expenditures and operating expenditures and to pay distributions;
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fluctuations in our working capital needs;
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restrictions on distributions contained in any of our debt agreements;
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the cost of acquisitions, if any;
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the fees and expenses of our general partner and its affiliates (including Noble) that we are required to reimburse;
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the amount of cash reserves established by our general partner; and
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other business risks affecting our cash levels.
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the availability and cost of capital;
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prevailing and projected crude oil, natural gas and NGL prices;
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demand for crude oil, natural gas and NGLs;
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levels of reserves;
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geologic considerations;
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changes in the strategic importance our customers assign to development in the DJ Basin or the Delaware Basin as opposed to their other operations, which could adversely affect the financial and operational resources our customers are willing to devote to development of our dedicated acreage;
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increased levels of taxation related to the exploration and production of crude oil, natural gas and NGLs in our areas of operation;
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environmental or other governmental regulations, including the availability of permits, the regulation of hydraulic fracturing and a governmental determination that multiple facilities are to be treated as a single source for air permitting purposes; and
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the costs of producing crude oil, natural gas and NGLs and the availability and costs of drilling rigs and other equipment.
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Noble may choose not to sell these non-controlling interests or assets;
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we may not accept offers for these assets or make acceptable offers for these equity interests;
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we and Noble may be unable to agree to terms acceptable to both parties;
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we may be unable to obtain financing to purchase these non-controlling interests or assets on acceptable terms or at all; or
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we may be prohibited by the terms of our debt agreements (including our credit facility) or other contracts from purchasing some or all of these non-controlling interests or assets, and Noble may be prohibited by the terms of its debt agreements or other contracts from selling some or all of these non-controlling interests or assets. If we or Noble must seek waivers of such provisions or refinance debt governed by such provisions in order to consummate a sale of these non-controlling interests or assets, we or Noble may be unable to do so in a timely manner or at all.
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mistaken assumptions about volumes or the timing of those volumes, revenues or costs, including synergies;
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an inability to successfully integrate the acquired assets or businesses;
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the assumption of unknown liabilities;
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exposure to potential lawsuits;
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limitations on rights to indemnity from the seller;
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the diversion of management’s and employees’ attention from other business concerns;
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unforeseen difficulties operating in new geographic areas; and
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customer or key employee losses at the acquired businesses.
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damage to pipelines, centralized gathering facilities, pump stations, related equipment and surrounding properties caused by design, installation, construction materials or operational flaws, natural disasters, acts of terrorism or acts of third parties;
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leaks of crude oil, natural gas or NGLs or losses of crude oil, natural gas or NGLs as a result of the malfunction of, or other disruptions associated with, equipment or facilities;
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fires, ruptures and explosions; and
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other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
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injury or loss of life;
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damage to and destruction of property, natural resources and equipment;
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pollution and other environmental damage;
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regulatory investigations and penalties;
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suspension of our operations; and
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repair and remediation costs.
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures (including building additional gathering pipelines needed for required connections and building additional centralized gathering facilities pursuant to our gathering agreements) or other purposes may be impaired or such financing may not be available on favorable terms;
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our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flow required to make interest payments on our debt;
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we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
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our flexibility in responding to changing business and economic conditions may be limited.
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a cyber attack on a vendor or service provider could result in supply chain disruptions which could delay or halt development of additional infrastructure, effectively delaying the start of cash flows from the project;
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a cyber attack on downstream pipelines could prevent us from delivering product at the tailgate of our facilities, resulting in a loss of revenues;
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a cyber attack on a communications network or power grid could cause operational disruption resulting in loss of revenues;
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a deliberate corruption of our financial or operational data could result in events of non-compliance which could lead to regulatory fines or penalties; and
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business interruptions could result in expensive remediation efforts, distraction of management, damage to our reputation, or a negative impact on the price of our units.
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neither our partnership agreement nor any other agreement requires Noble to pursue a business strategy that favors us or utilizes our assets, which could involve decisions by Noble to increase or decrease crude oil or natural gas production on our dedicated acreage, pursue and grow particular markets or undertake acquisition opportunities for itself. Noble’s directors and officers have a fiduciary duty to make these decisions in the best interests of the stockholders of Noble;
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Noble may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests;
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our partnership agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its duties and limits our general partner’s liabilities and the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty under applicable Delaware law;
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except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval;
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our general partner will determine the amount and timing of, among other things, cash expenditures, borrowings and repayments of indebtedness, the issuance of additional partnership interests, the creation, increase or reduction in cash reserves in any quarter and asset purchases and sales, each of which can affect the amount of cash that is available for distribution to unitholders;
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our general partner will determine the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and to our general partner, the amount of adjusted operating surplus generated in any given period and the ability of the subordinated units to convert into common units;
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our general partner will determine which costs incurred by it are reimbursable by us;
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our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate expiration of the subordination period;
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our partnership agreement permits us to classify up to $45.0 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our subordinated units or to Noble in respect of the incentive distribution rights;
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our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
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our general partner intends to limit its liability regarding our contractual and other obligations;
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our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if it and its affiliates own more than 80% of the common units;
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our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including our gathering agreements with Noble, the ROFR and ROFO;
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our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and
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Noble, or any transferee holding incentive distribution rights, may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to its incentive distribution rights, without the approval of the conflicts committee of the board of directors of our general partner, which we refer to as our conflicts committee, or our common unitholders. This election could result in lower distributions to our common unitholders in certain situations.
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provides that whenever our general partner makes a determination or takes, or declines to take, any other action in its capacity as our general partner, our general partner is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the determination or the decision to take or decline to take such action was not adverse to the interests of our partnership, and will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;
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provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith;
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provides that our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
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provides that our general partner will not be in breach of its obligations under our partnership agreement or its fiduciary duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is approved in accordance with, or otherwise meets the standards set forth in, our partnership agreement.
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management of our business may no longer reside solely with our current general partner; and
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affiliates of the newly admitted general partner may compete with us, and neither that general partner nor such affiliates will have any obligation to present business opportunities to us except with respect to rights of first refusal contained in our omnibus agreement.
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we were conducting business in a state but had not complied with that particular state’s partnership statute; or
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such unitholder’s right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.
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Common Unit Price
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Quarterly Cash Distribution per Unit
(1)
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||||||||
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High
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Low
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|||||||
2016
|
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||||||
Third Quarter
(2)
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$
|
28.14
|
|
|
$
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26.00
|
|
|
$
|
—
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Fourth Quarter
|
$
|
40.16
|
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$
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26.92
|
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$
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0.4333
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(1)
|
Represents cash distribution attributable to the quarter and declared and paid within 45 days of quarter end pursuant to our partnership agreement. See Distributions of Available Cash, below. The distribution for the fourth quarter is comprised of $0.3925 per unit for the fourth quarter 2016 and $0.0408 per unit for the 10-day period beginning on the closing of the Offering on September 20, 2016 and ending on September 30, 2016.
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(2)
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Period begins September 15, 2016, the commencement date of trading of the common units.
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•
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less
, the amount of cash reserves established by our general partner to:
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•
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provide for the proper conduct of our business (including reserves for our future capital expenditures, future acquisitions and for anticipated future credit needs);
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•
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comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which we or any of our subsidiaries is a party or by which we or such subsidiary is bound or we or such subsidiary’s assets are subject; or
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•
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provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (
provided
that our general partner may not establish cash reserves for distributions pursuant to this bullet point if the effect of such reserves will prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);
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•
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plus
, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.
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|
Marginal Percentage Interest in Distributions
|
|||
|
Total Quarterly Distribution Per Unit
|
Unitholders
|
IDR Holders
|
||
Minimum Quarterly Distribution
|
$0.3750
|
100
|
%
|
—
|
%
|
First Target Distribution
|
above $0.3750 up to $0.4313
|
100
|
%
|
—
|
%
|
Second Target Distribution
|
above $0.4313 up to $0.4688
|
85
|
%
|
15
|
%
|
Third Target Distribution
|
above $0.4688 up to $0.5625
|
75
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%
|
25
|
%
|
Thereafter
|
above $0.5625
|
50
|
%
|
50
|
%
|
•
|
distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $1.50 (the annualized minimum quarterly distribution), for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
|
•
|
the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $1.50 (the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during those periods on a fully diluted basis; and
|
•
|
there are no arrearages in payment of the minimum quarterly distribution on the common units.
|
•
|
distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $2.25 (150% of the annualized minimum quarterly distribution), for the four-quarter period immediately preceding that date;
|
•
|
the adjusted operating surplus generated during the four-quarter period immediately preceding that date equaled or exceeded the sum of (i) $2.25 (150% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during that period on a fully diluted basis and (ii) the corresponding distributions on the incentive distribution rights; and
|
•
|
there are no arrearages in payment of the minimum quarterly distribution on the common units.
|
|
Year Ended December 31,
|
||||||||||
(thousands, except as noted)
|
2016
|
|
2015
|
|
2014
|
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Revenues: Midstream Services
—
Affiliate
|
$
|
160,724
|
|
|
$
|
87,837
|
|
|
$
|
2,086
|
|
Net Income (Loss) and Comprehensive Income (Loss)
|
85,502
|
|
|
38,042
|
|
|
(15,091
|
)
|
|||
Net Income Subsequent to the Offering on September 20, 2016
|
39,512
|
|
|
(1)
|
|
(1)
|
|||||
Net Income Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
28,458
|
|
|
(1)
|
|
(1)
|
|||||
|
|
|
|
|
|
||||||
Per Share Data
|
|
|
|
|
|
||||||
Net Income Subsequent to the Offering on September 20, 2016 Per Common Unit — Basic and Diluted
|
$
|
0.89
|
|
|
(1)
|
|
(1)
|
||||
Net Income Subsequent to the Offering on September 20, 2016 Per Subordinated Unit — Basic and Diluted
|
0.89
|
|
|
(1)
|
|
(1)
|
|||||
Cash Distribution Declared Per Limited Partner Unit
(2)
|
0.4333
|
|
|
(1)
|
|
(1)
|
|||||
|
|
|
|
|
|
||||||
Balance Sheet
|
|
|
|
|
|
||||||
Cash and Cash Equivalents
|
$
|
57,421
|
|
|
$
|
26,612
|
|
|
$
|
—
|
|
Total Property, Plant and Equipment, Net
|
279,403
|
|
|
250,933
|
|
|
195,513
|
|
|||
Total Assets
|
369,359
|
|
|
305,318
|
|
|
216,512
|
|
|||
Total Liabilities
|
26,454
|
|
|
41,779
|
|
|
2,839
|
|
|||
Total Equity
|
342,905
|
|
|
263,539
|
|
|
213,673
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows
|
|
|
|
|
|
||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
118,451
|
|
|
$
|
69,394
|
|
|
$
|
(12,534
|
)
|
Net Cash Used in Investing Activities
|
(38,137
|
)
|
|
(54,461
|
)
|
|
(79,904
|
)
|
|||
Net Cash (Used in) Provided by Financing Activities
|
(49,505
|
)
|
|
11,679
|
|
|
92,438
|
|
|||
|
|
|
|
|
|
||||||
Non-GAAP Financial Measures
(3)
|
|
|
|
|
|
||||||
EBITDA
|
$
|
126,229
|
|
|
$
|
72,754
|
|
|
$
|
(9,388
|
)
|
EBITDA Subsequent to the Offering on September 20, 2016
|
42,449
|
|
|
(1)
|
|
(1)
|
|||||
EBITDA Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
30,655
|
|
|
(1)
|
|
(1)
|
|||||
Distributable Cash Flow of Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
28,383
|
|
|
(1)
|
|
(1)
|
|||||
|
|
|
|
|
|
||||||
Throughput Volumes
|
|
|
|
|
|
||||||
Crude Oil Gathering Volumes (Bbl/d)
|
45,236
|
|
|
33,977
|
|
|
16,522
|
|
|||
Natural Gas Gathering Volumes (MMBtu/d)
|
132,147
|
|
|
86,103
|
|
|
71,137
|
|
|||
Crude Oil and Natural Gas Gathering Volumes (MBoe/d)
|
62
|
|
|
45
|
|
|
26
|
|
|||
Produced Water Gathering Volumes (Bbl/d)
|
10,592
|
|
|
5,198
|
|
|
5,422
|
|
|||
Fresh Water Services Volumes (Bbl/d)
|
94,227
|
|
|
51,980
|
|
|
43,797
|
|
(1)
|
Information not applicable for the periods prior to the Offering on September 20, 2016.
|
(2)
|
No distribution was declared for the 10-day period ended September 30, 2016. The distribution for the quarter ending December 31, 2016 was adjusted by an amount that covers the period beginning on the closing of the Offering on September 20, 2016 and ending on September 30, 2016, based on the number of days in that period.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
.
|
(3)
|
EBITDA and Distributable Cash Flow are not defined in GAAP and should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP. For definitions and reconciliations of EBITDA and Distributable Cash Flow to their most directly comparable financial measures calculated and presented in accordance with GAAP,
see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations
.
|
•
|
•
|
•
|
•
|
•
|
•
|
Ensuring the ongoing stability of our business by providing outstanding service to our upstream customers; and
|
•
|
Generating stable cash flows, providing for potential future increases in quarterly cash distributions paid to our unitholders over time.
|
•
|
Acting as the primary provider of midstream services in Noble’s dedicated areas.
We are strategically positioned to expand our delivery of midstream services within the areas dedicated to us as Noble executes on its drilling and development plans.
|
•
|
Pursuing accretive acquisitions from Noble and third parties.
We believe Noble is strongly incentivized to help us grow our business. This includes offering us the opportunity to acquire midstream assets it has retained, develops or acquires in the future and elects to sell. Additionally, we believe that we are positioned to pursue acquisitions from third parties.
|
•
|
Attracting additional third-party business.
We believe that our portfolio of assets and our execution and operational capabilities will position us favorably to compete for additional third-party production.
|
•
|
Focusing on long-term, fixed-fee arrangements to mitigate direct commodity price exposure and enhance the stability of our cash flows.
We pursue additional long-term commitments from customers, which may include throughput-based charges, reservation-based charges, or acreage dedications. None of our existing commercial agreements contain minimum volume commitments.
|
•
|
average crude oil gathering volumes of
45.2
MBbl/d;
|
•
|
average natural gas gathering volumes of
132.1
BBtu/d;
|
•
|
average produced water gathering volumes of
10.6
MBbl/d;
|
•
|
average fresh water delivery volumes of
94.2
MBbl/d;
|
•
|
connected 145 equivalent wells to our gathering systems; and
|
•
|
Delaware Basin crude oil and produced water gathering systems and first central gathering facility under construction and on schedule for second quarter 2017 startup.
|
•
|
gross proceeds of
$323.4 million
(
$299 million
, net) from the issuance of common units in the Offering;
|
•
|
distribution of
$296.8 million
to Noble;
|
•
|
entry into a $350 million, five-year revolving credit facility, with no amount drawn as of December 31, 2016;
|
•
|
net income of
$85.5 million
, of which
$39.5 million
is attributable to the period subsequent to the Offering;
|
•
|
cash distributions declared of
$0.4333
per unit, comprised of
$0.3925
per unit for the fourth quarter 2016 and
$0.0408
per unit for the 10-day period following the closing of the Offering through September 30, 2016;
|
•
|
net cash provided by operating activities of
$118.5 million
;
|
•
|
capital expenditures, on an accrual basis, of
$32.6 million
;
|
•
|
EBITDA (non-GAAP financial measure) of
$126.2 million
, of which
$42.4 million
is attributable to the period subsequent to the Offering; and
|
•
|
distributable cash flow (non-GAAP financial measure) of
$28.4 million
.
|
•
|
Strong relationship with Noble.
We believe Noble will be incentivized to promote and support our business plan and to pursue projects that enhance the overall value of our business. We believe that our relationship with Noble will provide us with a stable base of cash flows and significant growth opportunities.
|
•
|
Strategically located assets.
We believe that our existing footprint, coupled with our long-term dedications, positions us to capitalize on midstream growth opportunities on and around our customers’ contiguous acreage in the DJ Basin and Delaware Basin.
|
•
|
Long-term, fixed-fee contracts to support cash flows.
We believe that Noble’s horizontal drilling activity and potential new third-party customers will drive the stable growth of our midstream operations. Our contract structure mitigates our direct exposure to commodity price risk and will likely contribute to long-term cash flow stability.
|
•
|
Financial flexibility and strong capital structure.
We believe that our available borrowing capacity and our expected ability to access debt and equity capital markets provide us with the financial flexibility necessary to execute our business and growth strategies.
|
•
|
Experienced management and operating teams.
Our executive management team has combined experience of nearly 60 years in designing, acquiring, building, operating, financing and otherwise managing large-scale midstream and other energy assets. In addition, through our omnibus agreement and operational services and secondment agreement with Noble, we employ engineering, construction and operations teams that have significant experience in designing, constructing and operating large scale midstream and other energy assets.
|
•
|
pace of our customers' development;
|
•
|
operating and construction costs and our ability to achieve material supplier price reductions;
|
•
|
impact of new laws and regulations on our business practices;
|
•
|
indebtedness levels; and
|
•
|
availability of financing or other sources of funding.
|
|
Year Ended December 31,
|
||||||||||
(thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
Midstream Services — Affiliate
|
$
|
160,724
|
|
|
$
|
87,837
|
|
|
$
|
2,086
|
|
Costs and Expenses
|
|
|
|
|
|
||||||
Direct Operating
|
29,107
|
|
|
16,933
|
|
|
8,538
|
|
|||
Depreciation and Amortization
|
9,066
|
|
|
6,891
|
|
|
11,315
|
|
|||
General and Administrative
|
9,914
|
|
|
2,771
|
|
|
6,734
|
|
|||
Total Operating Expenses
|
48,087
|
|
|
26,595
|
|
|
26,587
|
|
|||
Operating Income (Loss)
|
112,637
|
|
|
61,242
|
|
|
(24,501
|
)
|
|||
Other (Income) Expense
|
|
|
|
|
|
||||||
Interest Expense, Net of Amount Capitalized
|
3,373
|
|
|
4,595
|
|
|
3,566
|
|
|||
Investment Income
|
(4,526
|
)
|
|
(4,621
|
)
|
|
(3,798
|
)
|
|||
Total Other (Income) Expense
|
(1,153
|
)
|
|
(26
|
)
|
|
(232
|
)
|
|||
Income (Loss) Before Income Taxes
|
113,790
|
|
|
61,268
|
|
|
(24,269
|
)
|
|||
Income Tax Provision (Benefit)
|
28,288
|
|
|
23,226
|
|
|
(9,178
|
)
|
|||
Net Income (Loss) and Comprehensive Income (Loss)
|
85,502
|
|
|
$
|
38,042
|
|
|
$
|
(15,091
|
)
|
|
Less: Net Income Prior to the Offering on September 20, 2016
|
45,990
|
|
|
|
|
|
|||||
Net Income Subsequent to the Offering on September 20, 2016
|
39,512
|
|
|
|
|
|
|||||
Less: Net Income Attributable to Noncontrolling Interests Subsequent to the Offering on September 20, 2016
|
11,054
|
|
|
|
|
|
|||||
Net Income Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
$
|
28,458
|
|
|
|
|
|
•
|
throughput volumes;
|
•
|
operating costs and expenses;
|
•
|
EBITDA (non-GAAP financial measure);
|
•
|
distributable cash flow (non-GAAP financial measure); and
|
•
|
capital expenditures.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Colorado River DevCo
(1)
|
|
|
|
|
|
||||||
Crude Oil Gathering Volumes (Bbl/d)
|
45,236
|
|
|
33,977
|
|
|
16,522
|
|
|||
Natural Gas Gathering Volumes (MMBtu/d)
|
132,147
|
|
|
86,103
|
|
|
71,137
|
|
|||
Produced Water Gathering Volumes (Bbl/d)
|
10,592
|
|
|
5,198
|
|
|
5,422
|
|
|||
Fresh Water Delivery Volumes (Bbl/d)
|
64,306
|
|
|
30,746
|
|
|
29,158
|
|
|||
Gathering and Fresh Water Delivery Revenues
—
Affiliate (in thousands)
(2)
|
$
|
132,161
|
|
|
$
|
72,641
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
San Juan River DevCo
(1)
|
|
|
|
|
|
||||||
Fresh Water Delivery Volumes (Bbl/d)
|
22,423
|
|
|
21,234
|
|
|
14,639
|
|
|||
Fresh Water Delivery and Water Services Revenues
—
Affiliate (in thousands)
(2)
|
$
|
17,272
|
|
|
$
|
10,498
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Green River DevCo
(1)
|
|
|
|
|
|
||||||
Fresh Water Delivery Volumes (Bbl/d)
|
7,498
|
|
|
—
|
|
|
—
|
|
|||
Fresh Water Delivery and Water Services Revenues
—
Affiliate (in thousands)
(2)
|
$
|
4,728
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Total Gathering Systems
|
|
|
|
|
|
||||||
Crude Oil Gathering Volumes (Bbl/d)
|
45,236
|
|
|
33,977
|
|
|
16,522
|
|
|||
Natural Gas Gathering Volumes (MMBtu/d)
|
132,147
|
|
|
86,103
|
|
|
71,137
|
|
|||
Produced Water Gathering Volumes (Bbl/d)
|
10,592
|
|
|
5,198
|
|
|
5,422
|
|
|||
Gathering Revenues
—
Affiliate (in thousands)
(2)
|
$
|
94,160
|
|
|
$
|
56,042
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Total Fresh Water Delivery
|
|
|
|
|
|
||||||
Fresh Water Services Volumes (Bbl/d)
|
94,227
|
|
|
51,980
|
|
|
43,797
|
|
|||
Fresh Water Delivery Revenues
—
Affiliate (in thousands)
(2)
|
$
|
60,001
|
|
|
$
|
27,097
|
|
|
$
|
—
|
|
(1)
|
See Item 8. Financial Statements and Supplementary Data – Note
1. Organization and Nature of Operations
for DevCo ownership interests.
|
(2)
|
Effective January 1, 2015, we entered into multiple commercial agreements with Noble, for which we receive volumetric fees for the midstream services we provide. Revenues for the year ended December 31, 2014 were solely from our crude oil treating services. Our remaining midstream infrastructure was part of the integrated operations of Noble and documented intercompany arrangements did not exist prior to January 1, 2015.
|
|
|
|
Increase
from Prior Year |
|
|
|
Increase
from Prior Year |
|
|
||||||||
Year Ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues: Midstream Services — Affiliate
|
|
|
|
|
|
|
|
|
|
||||||||
Crude Oil, Natural Gas and Produced Water Gathering
|
$
|
94,160
|
|
|
68
|
%
|
|
$
|
56,042
|
|
|
N/M
|
|
|
$
|
—
|
|
Fresh Water Delivery
|
60,001
|
|
|
121
|
%
|
|
27,097
|
|
|
N/M
|
|
|
—
|
|
|||
Crude Oil Treating
|
5,371
|
|
|
22
|
%
|
|
4,403
|
|
|
111
|
%
|
|
2,086
|
|
|||
Other
|
1,192
|
|
|
304
|
%
|
|
295
|
|
|
N/M
|
|
|
—
|
|
|||
Revenues: Midstream Services
—
Affiliate
|
$
|
160,724
|
|
|
83
|
%
|
|
$
|
87,837
|
|
|
N/M
|
|
|
$
|
2,086
|
|
•
|
an increase of $13.6 million in crude oil gathering revenues due to higher volumes flowing through the expanded Wells Ranch IDP and crude oil gathering system, driven by Noble's 2016 well completion activities, as well as a rate increase;
|
•
|
an increase of $14.1 million in natural gas gathering revenues due to higher volumes flowing through the expanded Wells Ranch IDP and natural gas gathering system, driven by Noble's 2016 well completion activities, as well as a rate increase;
|
•
|
an increase of $8.9 million in produced water gathering revenues due to higher volumes flowing through the expanded Wells Ranch IDP and water gathering system, driven by Noble's 2016 well completion activities,
|
•
|
an increase of $32.9 million in fresh water delivery revenues due to higher fresh water volumes delivered to the Wells Ranch IDP as required for higher intensity well completions, the initiation of fresh water delivery services to the Mustang IDP as well as a rate increase;
|
•
|
an increase of $5.2 million related to water logistic services, including water transfer and disposal services, and electricity pass-through revenues driven by the commencement of both services during fourth quarter 2015;
|
•
|
a decrease of $3.7 million in produced water gathering services due to a rate decrease at the Wells Ranch IDP.
|
|
|
|
Increase
from Prior Year |
|
|
|
Increase (Decrease)
from Prior Year |
|
|
||||||||
(in thousands)
|
2016
|
|
|
2015
|
|
|
2014
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Direct Operating
|
$
|
29,107
|
|
|
72
|
%
|
|
$
|
16,933
|
|
|
98
|
%
|
|
$
|
8,538
|
|
Depreciation, Depletion and Amortization
|
9,066
|
|
|
32
|
%
|
|
6,891
|
|
|
(39
|
)%
|
|
11,315
|
|
|||
General and Administrative
|
9,914
|
|
|
258
|
%
|
|
2,771
|
|
|
(59
|
)%
|
|
6,734
|
|
|||
Total Operating Expenses
|
$
|
48,087
|
|
|
81
|
%
|
|
$
|
26,595
|
|
|
—
|
%
|
|
$
|
26,587
|
|
•
|
an increase of $11.8 million in water delivery and logistics expense driven by an increase in fresh water volumes required for higher intensity well completions and an expanded scope of services delivered; and
|
•
|
an increase of $1.4 million in gathering systems and facilities operating expense associated with higher gathered volumes as well as general repairs and maintenance of our gathering systems and facilities;
|
•
|
a decrease of $1.0 million in crude oil treating expense due to a reduction in quantities treated in our facilities.
|
|
|
|
Increase (Decrease)
from Prior Year |
|
|
|
Increase (Decrease)
from Prior Year |
|
|
||||||||
(in thousands)
|
2016
|
|
|
2015
|
|
|
2014
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||
Other (Income) Expense
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Expense
|
$
|
4,180
|
|
|
(41
|
)%
|
|
$
|
7,114
|
|
|
38
|
%
|
|
$
|
5,163
|
|
Capitalized Interest
|
(807
|
)
|
|
(68
|
)%
|
|
(2,519
|
)
|
|
58
|
%
|
|
(1,597
|
)
|
|||
Interest Expense, Net
|
3,373
|
|
|
(27
|
)%
|
|
4,595
|
|
|
29
|
%
|
|
3,566
|
|
|||
Investment Income
|
(4,526
|
)
|
|
(2
|
)%
|
|
(4,621
|
)
|
|
22
|
%
|
|
(3,798
|
)
|
|||
Total Other (Income) Expense
|
$
|
(1,153
|
)
|
|
4,335
|
%
|
|
$
|
(26
|
)
|
|
(89
|
)%
|
|
$
|
(232
|
)
|
•
|
our operating performance as compared with those of other companies in the midstream energy industry, without regard to financing methods, historical cost basis or capital structure;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our partners;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
Year Ended December 31,
|
||||||||||
(thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Reconciliation from Net Income (Loss)
|
|
|
|
|
|
||||||
Net Income (Loss) and Comprehensive Income (Loss)
|
$
|
85,502
|
|
|
$
|
38,042
|
|
|
$
|
(15,091
|
)
|
Add:
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
9,066
|
|
|
6,891
|
|
|
11,315
|
|
|||
Interest Expense, Net of Amount Capitalized
|
3,373
|
|
|
4,595
|
|
|
3,566
|
|
|||
Income Tax Provision (Benefit)
|
28,288
|
|
|
23,226
|
|
|
(9,178
|
)
|
|||
EBITDA
|
126,229
|
|
|
$
|
72,754
|
|
|
$
|
(9,388
|
)
|
|
Less:
|
|
|
|
|
|
||||||
EBITDA Prior to the Offering on September 20, 2016
|
83,780
|
|
|
|
|
|
|||||
EBITDA Subsequent to the Offering on September 20, 2016
|
42,449
|
|
|
|
|
|
|||||
EBITDA Attributable to Noncontrolling Interests Subsequent to the Offering on September 20, 2016
|
11,794
|
|
|
|
|
|
|||||
EBITDA Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
30,655
|
|
|
|
|
|
|||||
Less:
|
|
|
|
|
|
||||||
Maintenance Capital Expenditures
|
2,097
|
|
|
|
|
|
|||||
Cash Interest Paid
|
175
|
|
|
|
|
|
|||||
Distributable Cash Flow of Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
$
|
28,383
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Reconciliation from Net Cash Provided by (Used in) Operating Activities
|
|
|
|
|
|
||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
118,451
|
|
|
$
|
69,394
|
|
|
$
|
(12,534
|
)
|
Add:
|
|
|
|
|
|
||||||
Interest Expense, Net of Amount Capitalized
|
3,373
|
|
|
4,595
|
|
|
3,566
|
|
|||
Changes in Operating Assets and Liabilities
|
4,673
|
|
|
(1,254
|
)
|
|
—
|
|
|||
Change in Income Tax Payable
|
—
|
|
|
164
|
|
|
—
|
|
|||
Stock Based Compensation and Other
|
(268
|
)
|
|
(145
|
)
|
|
(420
|
)
|
|||
EBITDA
|
126,229
|
|
|
$
|
72,754
|
|
|
$
|
(9,388
|
)
|
|
Less:
|
|
|
|
|
|
||||||
EBITDA Prior to the Offering on September 20, 2016
|
83,780
|
|
|
|
|
|
|||||
EBITDA Subsequent to the Offering on September 20, 2016
|
42,449
|
|
|
|
|
|
|||||
EBITDA Attributable to Noncontrolling Interests Subsequent to the Offering on September 20, 2016
|
11,794
|
|
|
|
|
|
|||||
EBITDA Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
30,655
|
|
|
|
|
|
|||||
Less:
|
|
|
|
|
|
||||||
Maintenance Capital Expenditures
|
2,097
|
|
|
|
|
|
|||||
Cash Interest Paid
|
175
|
|
|
|
|
|
|||||
Distributable Cash Flow of Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
$
|
28,383
|
|
|
|
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2,016
|
|
2015
|
|
2014
|
||||||
Total Cash
|
$
|
57,421
|
|
|
$
|
26,612
|
|
|
$
|
—
|
|
Amount Available to be Borrowed Under Our Revolving Credit Facility
|
350,000
|
|
|
—
|
|
|
—
|
|
|||
Total Liquidity
|
$
|
407,421
|
|
|
$
|
26,612
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Total Cash Provided By (Used in)
|
|
|
|
|
|
||||||
Operating Activities
|
$
|
118,451
|
|
|
$
|
69,394
|
|
|
$
|
(12,534
|
)
|
Investing Activities
|
(38,137
|
)
|
|
(54,461
|
)
|
|
(79,904
|
)
|
|||
Financing Activities
|
(49,505
|
)
|
|
11,679
|
|
|
92,438
|
|
|||
Increase in Cash and Cash Equivalents
|
$
|
30,809
|
|
|
$
|
26,612
|
|
|
$
|
—
|
|
Obligation
|
|
2017
|
|
2018 and 2019
|
|
2020 and 2021
|
|
2022 and Beyond
|
|
Total
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Omnibus Fee
(1)
|
|
$
|
6,850
|
|
|
$
|
13,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,550
|
|
Purchase Obligations
(2)
|
|
19,287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,287
|
|
|||||
Asset Retirement Obligations
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,415
|
|
|
5,415
|
|
|||||
Capital Lease Obligations
(4)
|
|
4,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,851
|
|
|||||
Credit Facility Commitment Fee
(5)
|
|
700
|
|
|
1,400
|
|
|
1,206
|
|
|
—
|
|
|
3,306
|
|
|||||
Surface Lease Obligations
(6)
|
|
58
|
|
|
116
|
|
|
117
|
|
|
150
|
|
|
441
|
|
|||||
Total Contractual Obligations
|
|
$
|
31,746
|
|
|
$
|
15,216
|
|
|
$
|
1,323
|
|
|
$
|
5,565
|
|
|
$
|
53,850
|
|
(1)
|
Annual general and administrative fee we pay to Noble for certain administrative and operational support services being provided to us. The annual general and administrative fee cannot be increased until after the third anniversary of the Offering and will be redetermined annually thereafter.
See Item 8. Financial Statements and Supplementary Data – Note
3. Transactions with Affiliates
.
|
(2)
|
Purchase obligations represent contractual agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed and minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The amount represents the short-term obligation to purchase pipe for use in our capital projects.
See Item 8. Financial Statements and Supplementary Data – Note
8. Commitments and Contingencies
.
|
(3)
|
Asset retirement obligations are discounted.
See Item 8. Financial Statements and Supplementary Data – Note
6. Asset Retirement Obligations
.
|
(4)
|
Annual capital lease payments exclude regular maintenance and operational costs.
See Item 8. Financial Statements and Supplementary Data – Note
8. Commitments and Contingencies
.
|
(5)
|
Commitment fee associated with the unused portion of the revolving credit facility. The fee assumes unused capacity of $350 million for all periods presented with no borrowing capacity increases.
See Item 8. Financial Statements and Supplementary Data – Note
5. Debt
.
|
(6)
|
Surface lease obligations represent annual payments to landowners.
See Item 8. Financial Statements and Supplementary Data – Note
8. Commitments and Contingencies
.
|
•
|
maintenance capital expenditures
, which
are additions to property, plant and equipment made to maintain, over the long term, our production and/or operating income. We use an estimate of maintenance capital expenditures to determine our operating surplus, for purposes of determining cash available for distributions; or
|
•
|
expansion capital expenditures
, which are additions to property, plant and equipment made to construct new midstream infrastructure and those expenditures incurred in order to extend the useful lives of our assets, reduce costs, increase revenues or increase system throughput or capacity from current levels, including well connections that increase existing system throughput.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Gathering System Expenditures
|
$
|
30,020
|
|
|
$
|
50,858
|
|
|
$
|
64,947
|
|
Fresh Water Delivery System Expenditures
|
2,564
|
|
|
11,278
|
|
|
14,242
|
|
|||
Total Capital Expenditures
|
$
|
32,584
|
|
|
$
|
62,136
|
|
|
$
|
79,189
|
|
|
|
|
|
|
|
||||||
Investment in White Cliffs Interest
|
$
|
147
|
|
|
$
|
2,294
|
|
|
$
|
—
|
|
Consolidated Financial Statements of Noble Midstream Partners LP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ KPMG LLP
|
|
|
Houston, Texas
|
|
|
|
|
February 14, 2017
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
|
|
||||
Midstream Services — Affiliate
|
$
|
160,724
|
|
|
$
|
87,837
|
|
|
$
|
2,086
|
|
Costs and Expenses
|
|
|
|
|
|
||||||
Direct Operating
|
29,107
|
|
|
16,933
|
|
|
8,538
|
|
|||
Depreciation and Amortization
|
9,066
|
|
|
6,891
|
|
|
11,315
|
|
|||
General and Administrative
|
9,914
|
|
|
2,771
|
|
|
6,734
|
|
|||
Total Operating Expenses
|
48,087
|
|
|
26,595
|
|
|
26,587
|
|
|||
Operating Income (Loss)
|
112,637
|
|
|
61,242
|
|
|
(24,501
|
)
|
|||
Other (Income) Expense
|
|
|
|
|
|
||||||
Interest Expense, Net of Amount Capitalized
|
3,373
|
|
|
4,595
|
|
|
3,566
|
|
|||
Investment Income
|
(4,526
|
)
|
|
(4,621
|
)
|
|
(3,798
|
)
|
|||
Total Other (Income) Expense
|
(1,153
|
)
|
|
(26
|
)
|
|
(232
|
)
|
|||
Income (Loss) Before Income Taxes
|
113,790
|
|
|
61,268
|
|
|
(24,269
|
)
|
|||
Income Tax Provision (Benefit)
|
28,288
|
|
|
23,226
|
|
|
(9,178
|
)
|
|||
Net Income (Loss) and Comprehensive Income (Loss)
|
85,502
|
|
|
$
|
38,042
|
|
|
$
|
(15,091
|
)
|
|
Less: Net Income Prior to the Offering on September 20, 2016
|
45,990
|
|
|
|
|
|
|||||
Net Income Subsequent to the Offering on September 20, 2016
|
39,512
|
|
|
|
|
|
|||||
Less: Net Income Attributable to Noncontrolling Interests Subsequent to the Offering on September 20, 2016
|
11,054
|
|
|
|
|
|
|||||
Net Income Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
$
|
28,458
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
Net Income Subsequent to the Offering on September 20, 2016 Per Limited Partner Unit
—
Basic and Diluted
|
|
|
|
|
|
||||||
Common Units
|
$
|
0.89
|
|
|
|
|
|
||||
Subordinated Units
|
$
|
0.89
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
Average Limited Partner Units Outstanding
—
Basic and Diluted
|
|
|
|
|
|
||||||
Common Units — Public
|
14,375
|
|
|
|
|
|
|
||||
Common Units — Noble
|
1,528
|
|
|
|
|
|
|
||||
Subordinated Units — Noble
|
15,903
|
|
|
|
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
57,421
|
|
|
$
|
26,612
|
|
Accounts Receivable — Affiliate
|
19,191
|
|
|
13,250
|
|
||
Other Current Assets
|
380
|
|
|
83
|
|
||
Total Current Assets
|
76,992
|
|
|
39,945
|
|
||
Property, Plant and Equipment
|
|
|
|
||||
Total Property, Plant and Equipment, Gross
|
311,045
|
|
|
273,722
|
|
||
Less: Accumulated Depreciation and Amortization
|
(31,642
|
)
|
|
(22,789
|
)
|
||
Total Property, Plant and Equipment, Net
|
279,403
|
|
|
250,933
|
|
||
Investments
|
11,151
|
|
|
12,279
|
|
||
Deferred Charges
|
1,813
|
|
|
2,161
|
|
||
Total Assets
|
$
|
369,359
|
|
|
$
|
305,318
|
|
LIABILITIES
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts Payable — Affiliate
|
$
|
1,452
|
|
|
$
|
4,735
|
|
Accounts Payable — Trade
|
12,501
|
|
|
18,356
|
|
||
Current Portion of Capital Lease
|
4,786
|
|
|
—
|
|
||
Ad Valorem Tax
|
1,187
|
|
|
990
|
|
||
Other Current Liabilities
|
430
|
|
|
164
|
|
||
Total Current Liabilities
|
20,356
|
|
|
24,245
|
|
||
Deferred Tax Liability
|
—
|
|
|
13,140
|
|
||
Asset Retirement Obligations
|
5,415
|
|
|
3,612
|
|
||
Other Long-Term Liabilities
|
683
|
|
|
782
|
|
||
Total Liabilities
|
26,454
|
|
|
41,779
|
|
||
EQUITY
|
|
|
|
||||
Parent Net Investment
|
—
|
|
|
263,539
|
|
||
Partners' Equity
|
|
|
|
||||
Limited Partner
|
|
|
|
||||
Common Units — Public (14,375 units outstanding as of December 31, 2016)
|
311,872
|
|
|
—
|
|
||
Common Units — Noble (1,528 units outstanding as of December 31, 2016)
|
(3,534
|
)
|
|
—
|
|
||
Subordinated Units — Noble (15,903 units outstanding as of December 31, 2016)
|
(36,799
|
)
|
|
—
|
|
||
Noncontrolling Interests
|
71,366
|
|
|
—
|
|
||
Total Equity
|
342,905
|
|
|
263,539
|
|
||
Total Liabilities and Equity
|
$
|
369,359
|
|
|
$
|
305,318
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net Income (Loss) and Comprehensive Income (Loss)
|
$
|
85,502
|
|
|
$
|
38,042
|
|
|
$
|
(15,091
|
)
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
9,066
|
|
|
6,891
|
|
|
11,315
|
|
|||
Current and Deferred Income Taxes
|
28,288
|
|
|
23,062
|
|
|
(9,182
|
)
|
|||
Other Adjustments for Noncash Items Included in Income
|
268
|
|
|
145
|
|
|
424
|
|
|||
Changes in Operating Assets and Liabilities
|
|
|
|
|
|
||||||
Increase in Accounts Receivable — Affiliate
|
(4,637
|
)
|
|
(13,250
|
)
|
|
—
|
|
|||
(Decrease) Increase in Accounts Payable
|
(104
|
)
|
|
14,812
|
|
|
—
|
|
|||
Other Operating Assets and Liabilities, Net
|
68
|
|
|
(308
|
)
|
|
—
|
|
|||
Net Cash Provided by (Used in) Operating Activities
|
118,451
|
|
|
69,394
|
|
|
(12,534
|
)
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to Property, Plant and Equipment
|
(41,115
|
)
|
|
(53,259
|
)
|
|
(80,466
|
)
|
|||
Additions to Investments
|
(147
|
)
|
|
(2,294
|
)
|
|
—
|
|
|||
Distributions from Investments
|
1,275
|
|
|
1,092
|
|
|
562
|
|
|||
Proceeds from Asset Sale — Affiliate
|
1,850
|
|
|
—
|
|
|
—
|
|
|||
Net Cash Used in Investing Activities
|
(38,137
|
)
|
|
(54,461
|
)
|
|
(79,904
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Distributions to Parent
|
(42,480
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from Parent
|
1,036
|
|
|
11,679
|
|
|
92,438
|
|
|||
Proceeds from Initial Public Offering, Net of Cash Offering Costs
|
300,625
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Initial Public Offering Distributed to Noble
|
(296,820
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to Noncontrolling Interests
|
(10,057
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from Noncontrolling Interests
|
325
|
|
|
—
|
|
|
—
|
|
|||
Revolving Credit Facility Origination Fees and Expenses
|
(1,920
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of Capital Lease Obligation
|
(214
|
)
|
|
—
|
|
|
|
||||
Net Cash (Used in) Provided by Financing Activities
|
(49,505
|
)
|
|
11,679
|
|
|
92,438
|
|
|||
Increase in Cash and Cash Equivalents
|
30,809
|
|
|
26,612
|
|
|
—
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
26,612
|
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
57,421
|
|
|
$
|
26,612
|
|
|
$
|
—
|
|
|
Predecessor
|
|
Partnership
|
|
|
||||||||||||||
|
Parent Net Investment
|
|
Common Units — Public
|
Common Units — Noble
|
Subordinated Units —
Noble |
Noncontrolling Interests
|
Total
|
||||||||||||
December 31, 2013
|
$
|
137,179
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
137,179
|
|
Net Loss
|
(15,091
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(15,091
|
)
|
||||||
Contributions from Parent
|
91,585
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
91,585
|
|
||||||
December 31, 2014
|
$
|
213,673
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
213,673
|
|
Net Income
|
38,042
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
38,042
|
|
||||||
Contributions from Parent
|
11,824
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,824
|
|
||||||
December 31, 2015
|
$
|
263,539
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
263,539
|
|
Net Income and Comprehensive Income, January 1, 2016 to September 19, 2016
|
45,990
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
45,990
|
|
||||||
Contributions from Parent
|
1,155
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,155
|
|
||||||
Distributions to Parent
|
(42,480
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(42,480
|
)
|
||||||
September 19, 2016 (Prior to Public Offering)
|
268,204
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
268,204
|
|
||||||
Elimination of Current and Deferred Tax Liability
|
41,428
|
|
|
|
—
|
|
—
|
|
—
|
|
41,428
|
|
|||||||
Allocation of Net Investment to Unitholders
|
(309,632
|
)
|
|
—
|
|
21,112
|
|
219,779
|
|
68,741
|
|
—
|
|
||||||
Proceeds from Initial Public Offering, Net of Offering Costs
|
—
|
|
|
298,968
|
|
—
|
|
—
|
|
—
|
|
298,968
|
|
||||||
Proceeds from Initial Public Offering Distributed to Noble
|
—
|
|
|
—
|
|
(26,013
|
)
|
(270,807
|
)
|
—
|
|
(296,820
|
)
|
||||||
Net Income Subsequent to the Offering on September 20, 2016
|
—
|
|
|
12,862
|
|
1,367
|
|
14,229
|
|
11,054
|
|
39,512
|
|
||||||
Stock Based Compensation
|
—
|
|
|
42
|
|
—
|
|
—
|
|
—
|
|
42
|
|
||||||
Contributions from Noncontrolling Interests
(1)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
1,628
|
|
1,628
|
|
||||||
Distributions to Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(10,057
|
)
|
(10,057
|
)
|
||||||
December 31, 2016
|
$
|
—
|
|
|
$
|
311,872
|
|
$
|
(3,534
|
)
|
$
|
(36,799
|
)
|
$
|
71,366
|
|
$
|
342,905
|
|
(1)
|
Includes an outstanding cash call as of December 31, 2016.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
DevCo
|
Areas Served
|
NBLX Dedicated Service
|
Current Status of Asset
|
NBLX Ownership
|
Noncontrolling Interest
(1)
|
Colorado River DevCo LP
|
Wells Ranch IDP (DJ Basin)
East Pony (DJ Basin)
All Noble DJ Basin Acreage
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
Crude Oil Gathering
Crude Oil Treating
|
Operational
Operational
Operational
|
80%
|
20%
|
San Juan River DevCo LP
|
East Pony IDP (DJ Basin)
|
Water Services
|
Operational
|
25%
|
75%
|
Green River DevCo LP
|
Mustang IDP (DJ Basin)
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
Planning
Planning
Partially Operational
|
25%
|
75%
|
Laramie River DevCo LP
|
Greeley Crescent IDP (DJ Basin)
|
Crude Oil Gathering
Water Services
|
Under Construction
|
100%
|
N/A
|
Blanco River DevCo LP
|
Delaware Basin
|
Crude Oil Gathering
Produced Water Services
|
Under Construction
|
25%
|
75%
|
Gunnison River DevCo LP
|
Bronco IDP (DJ Basin)
|
Crude Oil Gathering
Water Services
|
Future Development
|
5%
|
95%
|
(1)
|
The noncontrolling interest represents Noble's retained ownership interest in each DevCo.
|
•
|
a total of
1,527,584
common units, representing a
4.8%
limited partner interest in the Partnership;
|
•
|
a total of
15,902,584
subordinated units, representing an approximate
50.0%
limited partner interest in the Partnership;
|
•
|
Incentive Distribution Rights (IDRs) in the Partnership;
|
•
|
an initial cash distribution of
$296.8 million
from the Partnership; and
|
•
|
a non-economic general partnership interest in the Partnership, through the general partner, Noble Midstream GP LLC, which is not entitled to receive cash distributions.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
•
|
crude oil and natural gas gathering systems;
|
•
|
crude oil treating facilities;
|
•
|
produced water collection, gathering, and cleaning systems; and
|
•
|
fresh water storage and delivery systems.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Midstream Services — Affiliate
|
|
|
|
|
|
||||||
Crude Oil, Natural Gas and Produced Water Gathering
|
$
|
94,160
|
|
|
$
|
56,042
|
|
|
$
|
—
|
|
Fresh Water Delivery
|
60,001
|
|
|
27,097
|
|
|
—
|
|
|||
Crude Oil Treating
|
5,371
|
|
|
4,403
|
|
|
2,086
|
|
|||
Other
|
1,192
|
|
|
295
|
|
|
—
|
|
|||
Total Midstream Services — Affiliate
|
$
|
160,724
|
|
|
$
|
87,837
|
|
|
$
|
2,086
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
General and Administrative Expense — Affiliate
|
$
|
6,984
|
|
|
$
|
2,285
|
|
|
$
|
6,734
|
|
General and Administrative Expense
—
Third Party
|
2,930
|
|
|
486
|
|
|
—
|
|
|||
Total General and Administrative Expense
|
$
|
9,914
|
|
|
$
|
2,771
|
|
|
$
|
6,734
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
•
|
Crude Oil Gathering Agreement - Under the applicable crude oil gathering agreement, we receive a volumetric fee per barrel (Bbl) for the crude oil gathering services we provide.
|
•
|
Natural Gas Gathering Agreement - Under the natural gas gathering agreement, we receive a volumetric fee per million British Thermal Units (MMBtu) for the natural gas gathering services we provide.
|
•
|
Produced Water Services Agreement - Under the applicable produced water services agreement, we receive a fee for collecting, cleaning or otherwise disposing of water produced from operating crude oil and natural gas wells in the dedication area. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties.
|
•
|
Fresh Water Services Agreement - Under the applicable fresh water services agreement, we receive a fee for delivering fresh water. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties. The cost of storing the fresh water is included in the delivery fee.
|
•
|
Crude Oil Treating Agreement - Under the crude oil treating agreement, we receive a monthly fee for the crude oil treating services we provide based on each well operated by Noble that is producing in paying quantities that is not connected to our crude oil gathering systems during such month.
|
•
|
our payment of an annual general and administrative fee, initially in the amount of
$6.9 million
(prorated for the first year of service), for the provision of certain services by Noble and its affiliates, which fee cannot be increased until after the third anniversary of the Offering with annual redetermination thereafter;
|
•
|
our right of first refusal on existing Noble and future Noble acquired assets and the right to provide certain services, including the right to provide crude oil gathering, natural gas gathering and processing, and water services on certain acreage owned, or to be acquired, by Noble;
|
•
|
our right of first offer to acquire Noble’s retained interests in each of the development companies; and
|
•
|
an indemnity by Noble for certain environmental and other liabilities, and our obligation to indemnify Noble for events and conditions associated with the operations of its assets that occur after the closing of the Offering and for environmental liabilities related to our assets to the extent Noble is not required to indemnify us.
|
•
|
secondment by Noble of certain operational, construction, design and management employees and contractors to our general partner, us and our subsidiaries to provide management, maintenance and operational functions with respect to our assets. These functions include performing the activities and day-to-day management of the business pursuant to certain commercial agreements listed in the Operational Services Agreement, and designing, building, constructing and otherwise installing the infrastructure required by such agreements;
|
•
|
reimbursement by us to Noble of the cost of the seconded employees and contractors, including their wages and benefits, based on the percentage of the employee’s or contractor’s time spent working for us; and
|
•
|
an initial term of
15
years and automatic extensions for successive renewal terms of
one
year each, unless terminated by either party.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities
|
$
|
201,323
|
|
|
$
|
169,365
|
|
Fresh Water Delivery System
(1)
|
56,792
|
|
|
44,150
|
|
||
Crude Oil Treating Facilities
|
20,099
|
|
|
20,099
|
|
||
Construction-in-Progress
(2)
|
32,831
|
|
|
40,108
|
|
||
Total Property, Plant and Equipment, at Cost
|
311,045
|
|
|
273,722
|
|
||
Accumulated Depreciation and Amortization
|
(31,642
|
)
|
|
(22,789
|
)
|
||
Property, Plant and Equipment, Net
|
$
|
279,403
|
|
|
$
|
250,933
|
|
(1)
|
Fresh water delivery system assets at
December 31, 2016
include
$5 million
related to a leased pond accounted for as a capital lease.
See Note
8. Commitments and Contingencies
.
|
(2)
|
Construction-in-progress at
December 31, 2016
primarily includes
$27.6 million
in gathering system projects and
$5.2 million
in fresh water delivery system projects. Construction-in-progress at
December 31, 2015
primarily includes
$30.2 million
in gathering system projects and
$9.9 million
in fresh water delivery projects.
|
•
|
in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate, (2) the greater of the federal funds rate or the overnight bank funding rate, plus
0.5%
and (3) the LIBOR for an interest period of one month plus
1.00%
; or
|
•
|
in the case of LIBOR borrowings, the offered rate per annum for deposits of dollars for the applicable interest period.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
•
|
no event of default exists on the date of the declaration of such dividend or distribution or would result from such declaration;
|
•
|
we are in pro-forma compliance with the consolidated leverage ratio (as described below) under the revolving credit facility on the date of such declaration; and
|
•
|
such dividend or distribution is made within
60
days of such declaration.
|
•
|
a consolidated leverage ratio prior to the date that consolidated EBITDA for four fiscal quarters is less than
$135 million
, of less than or equal to
4
to 1 (except following certain acquisitions the consolidated leverage ratio shall be less than or equal to
4.5
to 1);
|
•
|
a consolidated leverage ratio on or after the date that consolidated EBITDA for four fiscal quarters exceeds
$135 million
, of less than or equal to
5
to 1 (except following certain acquisitions the consolidated leverage ratio shall be less than or equal to
5.5
to 1); and
|
•
|
a consolidated interest coverage ratio of not less than
3
to 1.
|
(in thousands)
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Asset Retirement Obligations, Beginning Balance
|
$
|
3,612
|
|
|
$
|
2,839
|
|
Liabilities Incurred
|
365
|
|
|
599
|
|
||
Revision of Estimate
|
1,224
|
|
|
—
|
|
||
Accretion Expense
(1)
|
214
|
|
|
174
|
|
||
Asset Retirement Obligations, Ending Balance
|
$
|
5,415
|
|
|
$
|
3,612
|
|
(1)
|
Accretion expense is included in depreciation and amortization
expense in the consolidated statements of
operations.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
|
Gathering Systems
(1)
|
|
Fresh Water Delivery
(1)
|
|
Investments in White Cliffs and Other
(1)
|
|
Consolidated
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Revenues: Midstream Services — Affiliate
|
|
$
|
100,723
|
|
|
$
|
60,001
|
|
|
$
|
—
|
|
|
$
|
160,724
|
|
Direct Operating Expense
|
|
14,443
|
|
|
14,390
|
|
|
274
|
|
|
29,107
|
|
||||
Depreciation and Amortization
|
|
7,361
|
|
|
1,705
|
|
|
—
|
|
|
9,066
|
|
||||
Income (Loss) Before Income Taxes
(2)
|
|
78,919
|
|
|
43,906
|
|
|
(9,035
|
)
|
|
113,790
|
|
||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Revenues: Midstream Services — Affiliate
|
|
$
|
60,740
|
|
|
$
|
27,097
|
|
|
$
|
—
|
|
|
$
|
87,837
|
|
Direct Operating Expense
|
|
13,806
|
|
|
2,595
|
|
|
532
|
|
|
16,933
|
|
||||
Depreciation and Amortization
|
|
5,288
|
|
|
1,603
|
|
|
—
|
|
|
6,891
|
|
||||
Income (Loss) Before Income Taxes
|
|
41,646
|
|
|
22,899
|
|
|
(3,277
|
)
|
|
61,268
|
|
||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Revenues: Midstream Services — Affiliate
|
|
$
|
2,086
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,086
|
|
Direct Operating Expense
|
|
6,450
|
|
|
5
|
|
|
2,083
|
|
|
8,538
|
|
||||
Depreciation and Amortization
|
|
9,017
|
|
|
2,298
|
|
|
—
|
|
|
11,315
|
|
||||
Income (Loss) Before Income Taxes
|
|
(13,381
|
)
|
|
(2,303
|
)
|
|
(8,585
|
)
|
|
(24,269
|
)
|
||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
224,861
|
|
|
$
|
54,542
|
|
|
$
|
89,956
|
|
|
$
|
369,359
|
|
Additions to Long-Lived Assets
|
|
30,020
|
|
|
2,564
|
|
|
—
|
|
|
32,584
|
|
||||
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
201,744
|
|
|
$
|
49,189
|
|
|
$
|
54,385
|
|
|
$
|
305,318
|
|
Additions to Long-Lived Assets
|
|
50,858
|
|
|
11,278
|
|
|
—
|
|
|
62,136
|
|
||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
156,302
|
|
|
$
|
39,211
|
|
|
$
|
20,999
|
|
|
$
|
216,512
|
|
Additions to Long-Lived Assets
|
|
64,947
|
|
|
14,242
|
|
|
—
|
|
|
79,189
|
|
(1)
|
The Investments in White Cliffs and Other segment includes activity associated with the White Cliffs Interest as well all general Partnership activity not attributable to our DevCos. All activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. As our DevCos represent VIEs, see the Gathering Systems and Fresh Water Delivery reportable segments for our VIEs impact to the consolidated financial statements.
|
(2)
|
For the period subsequent to the Offering, our consolidated financial statements do not include a provision for income taxes, as we are treated as a partnership for federal and state income tax purposes. Each partner is separately taxed on its share of taxable income.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
Surface Lease Obligations
|
Purchase Obligations
(1)
|
Future Minimum Capital Lease Payments
|
Omnibus Fee
(2)
|
||||||||
2017
|
$
|
58
|
|
$
|
19,287
|
|
$
|
4,851
|
|
$
|
6,850
|
|
2018
|
58
|
|
—
|
|
—
|
|
6,850
|
|
||||
2019
|
58
|
|
—
|
|
—
|
|
6,850
|
|
||||
2020
|
58
|
|
—
|
|
—
|
|
—
|
|
||||
2021
|
59
|
|
—
|
|
—
|
|
—
|
|
||||
2022 and Beyond
|
150
|
|
—
|
|
—
|
|
—
|
|
||||
Total
|
$
|
441
|
|
$
|
19,287
|
|
$
|
4,851
|
|
$
|
20,550
|
|
(1)
|
Purchase obligations represent contractual agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed and minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The amount represents the short-term obligation to purchase pipe for use in our capital projects.
|
(2)
|
Annual general and administrative fee we pay to Noble
f
or certain administrative and operational support services being provided to us. The annual general and administrative fee cannot be increased until after the third anniversary of the Offering and will be redetermined annually thereafter.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands except per unit amounts)
|
Common Units — Public
|
|
Common Units — Noble
|
|
Subordinated Units — Noble
|
|
Total
|
||||||||
Period Subsequent to the Offering on September 20, 2016 to December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Distribution Declared
(1)
|
$
|
6,229
|
|
|
$
|
662
|
|
|
$
|
6,891
|
|
|
$
|
13,782
|
|
Income in Excess of Distribution Declared
|
6,633
|
|
|
705
|
|
|
7,338
|
|
|
14,676
|
|
||||
Net Income Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
$
|
12,862
|
|
|
$
|
1,367
|
|
|
$
|
14,229
|
|
|
$
|
28,458
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Units Outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
14,375
|
|
|
1,528
|
|
|
15,903
|
|
|
31,806
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income Subsequent to the Offering on September 20, 2016 Per Limited Partner Unit:
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
$
|
0.89
|
|
|
$
|
0.89
|
|
|
$
|
0.89
|
|
|
$
|
0.89
|
|
(1)
|
No
distribution was declared for the 10-day period ended September 30, 2016. The distribution for the quarter ending December 31, 2016 was adjusted by an amount that covers the period beginning on the closing of the Offering on September 20, 2016 and ending on September 30, 2016, based on the number of days in that period. On
January 26, 2017
, the Board of Directors declared a quarterly cash distribution of
$0.4333
per common unit. The distribution will be paid
February 14, 2017
, to unitholders of record on
February 6, 2017
. The distribution is comprised of
$0.3925
per unit for the fourth quarter 2016 and
$0.0408
per unit for the 10-day period following the closing of the Offering through September 30, 2016.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
$
|
15,450
|
|
|
$
|
164
|
|
|
$
|
4
|
|
Deferred
|
12,838
|
|
|
23,062
|
|
|
(9,182
|
)
|
|||
Total Income Tax Provision (Benefit)
|
$
|
28,288
|
|
|
$
|
23,226
|
|
|
$
|
(9,178
|
)
|
Effective Tax Rate
|
24.9
|
%
|
|
37.9
|
%
|
|
37.8
|
%
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Noble Midstream Partners LP
|
|
|
Supplemental Quarterly Financial Information
|
|
|
|
(Unaudited)
|
|
|
|
Quarter Ended
|
||||||||||||||||||
(in thousands except per share amounts)
|
|
March 31,
|
|
June 30,
|
|
Sep 30,
|
|
Dec 31,
|
|
Total
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues: Midstream Services
—
Affiliate
|
|
$
|
32,123
|
|
|
$
|
32,970
|
|
|
$
|
47,166
|
|
|
$
|
48,465
|
|
|
$
|
160,724
|
|
Income Before Income Taxes
|
|
21,820
|
|
|
23,307
|
|
|
33,472
|
|
|
35,191
|
|
|
113,790
|
|
|||||
Net Income
|
|
13,510
|
|
|
14,434
|
|
|
22,367
|
|
|
35,191
|
|
|
85,502
|
|
|||||
Net Income Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
|
*
|
|
*
|
|
3,093
|
|
|
25,365
|
|
|
28,458
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Subsequent to the Offering on September 20, 2016 Per Limited Partner Unit — Basic and Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Common Units
|
|
*
|
|
*
|
|
0.10
|
|
|
0.79
|
|
|
0.89
|
|
|||||||
Subordinated Units
|
|
*
|
|
*
|
|
0.10
|
|
|
0.79
|
|
|
0.89
|
|
|||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues: Midstream Services
—
Affiliate
|
|
$
|
12,852
|
|
|
$
|
16,212
|
|
|
$
|
22,670
|
|
|
$
|
36,103
|
|
|
$
|
87,837
|
|
Income Before Income Taxes
|
|
9,013
|
|
|
7,699
|
|
|
17,186
|
|
|
27,370
|
|
|
61,268
|
|
|||||
Net Income
|
|
5,604
|
|
|
4,890
|
|
|
10,687
|
|
|
16,861
|
|
|
38,042
|
|
|||||
Net Income Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Subsequent to the Offering on September 20, 2016 Per Limited Partner Unit — Basic and Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Common Units
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
||||||||||
Subordinated Units
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
*
|
Information is not applicable for the periods prior to the Offering on September 20, 2016.
|
•
|
the requirement that a majority of the board of directors of our general partner consist of independent directors;
|
•
|
the requirement that the board of directors of our general partner have a nominating/corporate governance committee that is composed entirely of independent directors; and
|
•
|
the requirement that the board of directors of our general partner have a compensation committee that is composed entirely of independent directors.
|
Name
|
Age
|
Position with Our General Partner
|
|
Terry R. Gerhart
|
56
|
|
Chief Executive Officer and Director
|
Kenneth M. Fisher
|
55
|
|
Chairman of the Board of Directors
|
Charles J. Rimer
|
59
|
|
Director
|
Gary W. Willingham
|
52
|
|
Director
|
Hallie A. Vanderhider
|
58
|
|
Director
|
Martin Salinas, Jr.
|
45
|
|
Director
|
John F. Bookout, IV
|
30
|
|
Chief Financial Officer
|
Thomas W. Christensen
|
34
|
|
Chief Accounting Officer
|
John C. Nicholson
|
32
|
|
Chief Operating Officer
|
•
|
Noble makes available to our general partner the services of the Noble employees who act as the executive officers of our general partner;
|
•
|
our general partner pays the fully burdened employment-related costs for time spent by the Noble employees who act as the operational employees of our general partner, including our Chief Executive Officer and Chief Operating Officer; and
|
•
|
our general partner pays a fixed administrative fee to cover the services provided to us by the other Noble employees who act as executive officers of our general partner.
|
•
|
Terry R. Gerhart, Chief Executive Officer
|
•
|
John F. Bookout, IV, Chief Financial Officer
|
•
|
Thomas W. Christensen, Chief Accounting Officer
|
•
|
John C. Nicholson, Chief Operating Officer
|
Submitted by:
|
Terry R. Gerhart
|
|
Kenneth M. Fisher
|
|
Charles J. Rimer
|
|
Gary W. Willingham
|
|
Hallie A. Vanderhider
|
|
Martin Salinas, Jr.
|
•
|
an annual retainer of $60,000;
|
•
|
an additional annual retainer of $20,000 for each of the chair of the audit committee and the chair of the conflicts committee, as applicable; and
|
•
|
an annual equity-based award granted under the LTIP, having a value as of the grant date of approximately $120,000.
|
Name
|
Fees Earned or Paid in Cash
(1)
|
Equity Awards
(2)
|
Total
|
||||||
Hallie A. Vanderhider
|
$
|
80,000
|
|
$
|
120,000
|
|
$
|
200,000
|
|
Martin Salinas, Jr.
|
80,000
|
|
120,000
|
|
200,000
|
|
(1)
|
Each non-employee director’s annual cash retainer for 2016 was pro-rated to reflect his or her actual length of service during the year.
|
(2)
|
In connection with his or her appointment to the board of directors of our general partner, each non-employee director also received a one-time grant of restricted common units under the LTIP with a value of $120,000. Reflects the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. The grant date fair value is computed based upon the closing price of our common units on the respective date of grant.
|
•
|
each unitholder known by us to beneficially hold 5% or more of our outstanding units;
|
•
|
each director of our general partner;
|
•
|
each named executive officer of our general partner; and
|
•
|
all of the directors and named executive officers of our general partner as a group.
|
Name of Beneficial Owner
|
|
Common Units Beneficially Owned
|
|
Percentage of Common Units Beneficially Owned
|
|
Subordinated Units Beneficially Owned
|
|
Percentage of Subordinated Units Beneficially Owned
|
|
Percentage of Total Common Units and Subordinated Units Beneficially Owned
|
||||||
Noble Energy, Inc.
1001 Noble Energy Way
Houston, Texas 77070
|
|
1,527,584
|
|
|
9.6
|
%
|
|
15,902,584
|
|
|
100
|
%
|
|
54.8
|
%
|
(1)
|
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite 300
Leawood, Kansas 66211
|
|
2,127,762
|
|
|
13.4
|
%
|
|
—
|
|
|
—
|
%
|
|
6.7
|
%
|
(2)
|
Kayne Anderson Capital Advisors, L.P.
1800 Avenue of the Stars, Second Floor
Los Angeles, California 90067
|
|
1,349,200
|
|
|
8.5
|
%
|
|
—
|
|
|
—
|
%
|
|
4.2
|
%
|
(3)
|
Goldman Sachs Asset Management
200 West Street
New York, New York 10282
|
|
1,140,051
|
|
|
7.2
|
%
|
|
—
|
|
|
—
|
%
|
|
3.6
|
%
|
(4)
|
Harvest Fund Advisors LLC
100 W. Lancaster Avenue, Suite 200, Wayne, Pennsylvania 19087
|
|
1,401,089
|
|
|
8.8
|
%
|
|
—
|
|
|
—
|
%
|
|
4.4
|
%
|
(5)
|
(1)
|
Based upon its Schedule 13D filed with the SEC on September 30, 2016, with respect to its beneficial ownership of our common and subordinated units, Noble Energy has sole voting and dispositive power with respect to 17,430,168 units.
|
(2)
|
Based upon its Schedule 13G filed with the SEC on October 6, 2016, with respect to its beneficial ownership of our common units, Tortoise Capital Advisors, L.L.C. has sole voting power with respect to 26,469 units, shared voting power with respect to 1,906,665 units, sole dispositive power with respect to 26,649 units, and shared dispositive power with respect to 2,101,293 units.
|
(3)
|
Based upon its Schedule 13G filed with the SEC on January 11, 2017, with respect to its beneficial ownership of our common units, Kayne Anderson Capital Advisors, L.P. has sole voting and dispositive power with respect to 1,349,200 units.
|
(4)
|
Based upon its Schedule 13G filed with the SEC on February 9, 2017, with respect to its beneficial ownership of our common units, Goldman Sachs Asset Management has shared voting and dispositive power with respect to 1,140,051 units.
|
(5)
|
Based upon its Schedule 13G filed with the SEC on February 10, 2017, with respect to its beneficial ownership of our common units, Harvest Fund Advisors LLC has sole voting and dispositive power with respect to 1,401,089 units.
|
Directors/Named Executive Officers
|
Total Common Units Beneficially Owned
|
Percent of Total Outstanding
|
||
Terry R. Gerhart
|
18,180
|
|
*
|
|
Kenneth M. Fisher
|
12,500
|
|
*
|
|
Charles J. Rimer
|
—
|
|
—
|
|
Gary W. Willingham
|
10,000
|
|
*
|
|
Hallie A. Vanderhider
|
6,660
|
|
*
|
|
Martin Salinas, Jr.
|
13,660
|
|
*
|
|
John F. Bookout, IV
|
7,929
|
|
*
|
|
Thomas W. Christensen
|
2,428
|
|
*
|
|
John C. Nicholson
|
4,027
|
|
*
|
|
All Directors and Executive Officers as a Group (9 persons)
|
75,384
|
|
*
|
|
*
|
Less than 1%.
|
Directors/Named Executive Officers
|
Total Shares of Common Stock Beneficially Owned
|
Percent of Total Outstanding
|
||
Terry R. Gerhart
|
146,550
|
|
*
|
|
Kenneth M. Fisher
|
604,717
|
|
*
|
|
Charles J. Rimer
|
245,442
|
|
*
|
|
Gary W. Willingham
|
350,304
|
|
*
|
|
Hallie A. Vanderhider
|
—
|
|
—
|
|
Martin Salinas, Jr.
|
—
|
|
—
|
|
John F. Bookout, IV
|
2,660
|
|
*
|
|
Thomas W. Christensen
|
3,504
|
|
*
|
|
John C. Nicholson
|
7,173
|
|
*
|
|
All Directors and Executive Officers as a Group (9 persons)
|
1,360,350
|
|
*
|
|
*
|
Less than 1%.
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|||
(a)
|
(b)
|
(c)
|
||||
Equity Compensation Plans Approved by Security Holders
|
—
|
|
—
|
|
1,852,132
|
|
Equity Compensation Plans Not Approved by Security Holders
|
—
|
|
—
|
|
—
|
|
Total
|
—
|
|
—
|
|
1,852,132
|
|
•
|
a total of
1,527,584
common units, representing a 4.8% limited partner interest in the Partnership;
|
•
|
a total of
15,902,584
subordinated units, representing an approximate 50.0% limited partner interest in the Partnership;
|
•
|
Incentive Distribution Rights (IDRs) in the Partnership;
|
•
|
an initial cash distribution of
$296.8 million
from the Partnership; and
|
•
|
a non-economic general partnership interest in the Partnership, through our general partner, Noble Midstream GP LLC, which is not entitled to receive cash distributions.
|
•
|
We will generally make cash distributions to our unitholders pro rata, including Noble, as holder of an aggregate 1,527,584 common units and 15,902,584 subordinated units.
|
•
|
In addition, if distributions exceed the minimum quarterly distribution and target distribution levels, the incentive distribution rights held by Noble will entitle it to increasing percentages of the distributions, up to 50% of the distributions above the highest target distribution level.
|
•
|
Under our partnership agreement, we are required to reimburse our general partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations.
|
•
|
Under our operational services and secondment agreement, we reimburse Noble for the secondment to our general partner of certain employees who provide operational functions and all personnel in the operational chain of management.
|
•
|
Under our omnibus agreement, we pay to Noble a fixed fee for the cost of the general and administrative expenses that we anticipate to receive. In addition, to the extent Noble incurs direct, third-party out-of-pocket general and administrative costs for our exclusive benefit, we reimburse Noble for such amounts, and we are responsible for directly incurring certain other general and administrative expenses, such as our tax advisors who specialize in master limited partnerships, lawyers and accounting firms.
|
•
|
If our general partner withdraws or is removed, its non-economic general partner interest will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.
|
•
|
our payment of an annual general and administrative fee, initially in the amount of
$6.9 million
(prorated for the first year of service), for the provision of certain services by Noble and its affiliates;
|
•
|
our right of first refusal, or ROFR, on existing Noble and future Noble acquired assets and the right to provide certain services;
|
•
|
our right of first offer, or ROFO, to acquire Noble’s retained interests in each of the development companies; and
|
•
|
an indemnity by Noble for certain environmental and other liabilities, and our obligation to indemnify Noble for events and conditions associated with the operations of its assets that occur after the closing of the Offering and for environmental liabilities related to our assets to the extent Noble is not required to indemnify us.
|
•
|
the consummation of the transactions contemplated by our contribution agreements or the assets contributed to us, other than environmental liabilities, that arise out of the ownership or operation of the assets prior to the closing of the Offering;
|
•
|
events and conditions associated with any assets retained by Noble;
|
•
|
litigation matters attributable to the ownership or operation of the contributed assets prior to the closing of the Offering, which will be subject to an aggregate deductible of $500,000 before we are entitled to indemnification (other than currently pending legal actions, which are not subject to a deductible);
|
•
|
the failure to have any consent, license, permit or approval necessary for us to own or operate the contributed assets in substantially the same manner as owned or operated by Noble prior to the Offering; and
|
•
|
all tax liabilities attributable to the assets contributed to us arising prior to the closing of the Offering or otherwise related to Noble’s contribution of those assets to us in connection with the Offering.
|
(in thousands)
|
Year Ended December 31, 2016
|
||
Audit Fees
|
$
|
725
|
|
Audit-Related Fees
|
125
|
|
|
Tax Fees
|
—
|
|
|
All Other Fees
|
—
|
|
|
Total Fees
|
$
|
850
|
|
(3)
|
Exhibits: The exhibits required to be filed by this Item 15 are set forth in the Index to Exhibits accompanying this report.
|
|
|
Noble Midstream Partners LP
|
|
|
By: Noble Midstream GP, LLC,
its General Partner
|
|
|
|
Date:
|
February 14, 2017
|
By: /s/ Terry R. Gerhart
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Terry R. Gerhart,
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Chief Executive Officer and Director
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Date:
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February 14, 2017
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By: /s/ John F. Bookout, IV
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John F. Bookout, IV,
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Chief Financial Officer
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Date:
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February 14, 2017
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By: /s/ Thomas W. Christensen
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Thomas W. Christensen,
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Chief Accounting Officer
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Signature
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Title
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Date
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/s/ Terry R. Gerhart
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Chief Executive Officer and Director
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February 14, 2017
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Terry R. Gerhart
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(Principal Executive Officer)
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/s/ John F. Bookout, IV
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Chief Financial Officer
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February 14, 2017
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John F. Bookout, IV
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(Principal Financial Officer)
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/s/ Thomas W. Christensen
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Chief Accounting Officer
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February 14, 2017
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Thomas W. Christensen
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(Principal Accounting Officer)
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/s/ John C. Nicholson
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Chief Operating Officer
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February 14, 2017
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John C. Nicholson
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/s/ Kenneth M. Fisher
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Chairman of the Board of Directors
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February 14, 2017
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Kenneth M. Fisher
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/s/ Charles J. Rimer
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Director
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February 14, 2017
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Charles J. Rimer
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/s/ Gary W. Willingham
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Director
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February 14, 2017
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Gary W. Willingham
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/s/ Hallie A. Vanderhider
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Director
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February 14, 2017
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Hallie A. Vanderhider
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/s/ Martin Salinas, Jr.
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Director
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February 14, 2017
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Martin Salinas, Jr.
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Exhibit Number
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Exhibit
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2.1***+
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Advantage Pipeline Holdings LLC Subscription Agreement, dated February 12, 2017, by and among Advantage Pipeline Holdings LLC, Trinity River DevCo LLC and Plains Pipeline, L.P.
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3.1
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Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).
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3.2
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Amendment to the Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).
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3.3
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Amendment to the Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed November 6, 2015 and incorporated herein by reference).
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3.4
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First Amended and Restated Agreement of Limited Partnership of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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3.5
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Certificate of Formation of Noble Midstream GP LLC (filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).
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3.6
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Amendment to Certificate of Formation of Noble Midstream GP LLC (filed as Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).
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3.7
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First Amended and Restated Limited Liability Company Agreement of Noble Midstream GP LLC (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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10.1
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Contribution, Conveyance and Assumption Agreement dated September 20, 2016, by and among the Registrant, Noble Midstream GP LLC, Noble Energy, Inc., Noble Midstream Services, LLC, NBL Midstream, LLC, NBL Midstream Holdings, LLC , Colorado River DevCo GP LLC, Green River DevCo GP LLC, Gunnison River DevCo GP LLC, Laramie River DevCo GP LLC, San Juan River DevCo GP LLC, Blanco River DevCo LP and Blanco River DevCo GP LLC. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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10.2*
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Registrant’s 2016 Long-Term Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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10.3
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Omnibus Agreement dated September 20, 2016, by and among Noble Energy, Inc., Noble Energy Services, Inc., Noble Midstream Services, LLC, NBL Midstream, LLC, Noble Midstream GP LLC and the Registrant (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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10.4
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Operational Services and Secondment Agreement dated September 20, 2016, by and among Noble Energy, Inc., Noble Energy Services, Inc., Noble Midstream GP LLC and the Registrant (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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10.5
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Credit Agreement dated September 20, 2016, by and among the Registrant, as the parent, and Noble Midstream Services, LLC, as the Borrower, the subsidiaries of the Borrower identified therein, JPMorgan Chase Bank, N.A., and the other lenders party thereto (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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10.5.1***
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First Amendment to Credit Agreement, dated February 12, 2017, to Credit Agreement dated September 20, 2016, by and among the Registrant, as the parent, and Noble Midstream Services, LLC, as the Borrower, the subsidiaries of the Borrower identified therein, JPMorgan Chase Bank, N.A., and the other lenders party thereto.
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10.6
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Second Amended and Restated Agreement Terms and Conditions Relating to Gas Gathering Services (filed as Exhibit 10.6 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.6.1†
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Second Amended and Restated Gas Gathering Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.7.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.6.1.1
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Amendment 01 to that certain Second Amended and Restated Gas Gathering Agreement, together with Agreement Addendum 01, effective as of September 1, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.7.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.6.2†
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Second Amended and Restated Gas Gathering Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.8.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S‑1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.6.2.1
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Amendment 01 to that certain Second Amended and Restated Gas Gathering Agreement, together with Agreement Addendum 03, effective as of September 1, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.8.1.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.6.3
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Second Amended and Restated Gas Gathering Agreement, Agreement Addendum XX, effective as of March 31, 2016, among Noble Energy, Inc. and Noble Midstream Services, LLC (filed as Exhibit 10.8.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.7
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Third Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Treating Services (filed as Exhibit 10.9 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.7.1†
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Third Amended and Restated Crude Oil Treating Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.10.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.7.2†
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Third Amended and Restated Crude Oil Treating Agreement, Agreement Addendum 02, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.10.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.8
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Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (filed as Exhibit 10.11 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.8.1†
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Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.12.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.8.1.1
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Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 01, effective as of September 1, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.12.3 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.8.2†
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Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 02, effective as of March 31, 2016, among Noble Energy, Inc. and San Juan River DevCo LP (filed as Exhibit 10.13.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.8.2.1
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Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 02, effective as of September 1, 2016, among Noble Energy, Inc. and San Juan River DevCo LP (filed as Exhibit 10.13.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.8.3
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Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.14.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.8.3.1
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Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 03, effective as of September 1, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.14.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.8.4
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Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 04, effective as of March 31, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.15.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.8.4.1
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Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 04, effective as of September 1, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.15.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.8.5
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Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 05, effective as of March 31, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.16.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.8.5.1
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Amendment 01 to that certain Second Amended and Restated Produced Water Services Agreement, together with Agreement Addendum 05, effective as of September 1, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.16.1.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.8.6
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Second Amended and Restated Produced Water Services Agreement, Agreement Addendum XX, effective as of March 31, 2016, among Noble Energy, Inc. and Noble Midstream Services, LLC (filed as Exhibit 10.16.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.9
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Texas Agreement Terms and Conditions Relating to Produced Water Services (filed as Exhibit 10.37 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.9.1†
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Texas Produced Water Services Agreement, Agreement Addendum 01, effective as of September 1, 2016, between Rosetta Resources Operating LP and Blanco River DevCo LP (filed as Exhibit 10.38 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.10
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Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services (filed as Exhibit 10.17 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.10.1†
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Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.18.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.10.1.1
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Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.18.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.10.2†
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Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 02, effective as of March 31, 2016, among Noble Energy, Inc. and San Juan River DevCo LP (filed as Exhibit 10.19.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference
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10.10.2.1
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Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 02, effective as of September 1, 2016, among Noble Energy, Inc. and San Juan River DevCo LP (filed as Exhibit 10.19.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.10.3†
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Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.20.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.10.3.1
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Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 03, effective as of September 1, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.20.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.10.4
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Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 04, effective as of March 31, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.21.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.10.4.1
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Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 04, effective as of September 1, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.21.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.10.5
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Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 05, effective as of March 31, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.22.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.10.5.1
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Amendment 01 to that certain Second Amended and Restated Fresh Water Services Agreement, together with Agreement Addendum 05, effective as of September 1, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.22.1.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.10.6
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Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum XX, effective as of March 31, 2016, among Noble Energy, Inc. and Noble Midstream Services, LLC (filed as Exhibit 10.22.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.11
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Second Amended and Restated Terms and Conditions Relating to Crude Oil Gathering Services (filed as Exhibit 10.23 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.11.1†
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Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 01, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.24.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.11.1.1
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Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 01, effective as of September 1, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.24.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.11.2†
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Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 02, effective as of March 31, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.25.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.11.2.1
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Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 02, effective as of September 1, 2016, among Noble Energy, Inc. and Colorado River DevCo LP (filed as Exhibit 10.25.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.11.3
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Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.26.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.11.3.1
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Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 03, effective as of September 1, 2016, among Noble Energy, Inc. and Green River DevCo LP (filed as Exhibit 10.26.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.11.4
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Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 04, effective as of March 31, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.27.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.11.4.1
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Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 04, effective as of September 1, 2016, among Noble Energy, Inc. and Gunnison River DevCo LP (filed as Exhibit 10.27.2 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.11.5
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Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 05, effective as of March 31, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.28.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.11.5.1
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Amendment 01 to that certain Second Amended and Restated Crude Oil Gathering Agreement, together with Agreement Addendum 05, effective as of September 1, 2016, among Noble Energy, Inc. and Laramie River DevCo LP (filed as Exhibit 10.28.1.1 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.11.6
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Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum XX, effective as of March 31, 2016, among Noble Energy, Inc. and Noble Midstream Services, LLC (filed as Exhibit 10.28.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed July 22, 2016 and incorporated herein by reference).
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10.12
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Texas Agreement Terms and Conditions Relating to Crude Oil Gathering Services (filed as Exhibit 10.35 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.12.1†
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Texas Oil Gathering Agreement, Agreement Addendum 01, effective as of September 1, 2016, between Rosetta Resources Operating LP and Blanco River DevCo LP (filed as Exhibit 10.36 to Amendment No. 7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed September 6, 2016 and incorporated herein by reference).
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10.13
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First Amended and Restated Agreement of Limited Partnership of Colorado River DevCo LP (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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10.14
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First Amended and Restated Agreement of Limited Partnership of Green River DevCo LP (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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10.15
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First Amended and Restated Agreement of Limited Partnership of Gunnison River DevCo LP (filed as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
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10.16
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First Amended and Restated Agreement of Limited Partnership of San Juan River DevCo LP (filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference.
|
|
|
|
10.17
|
|
First Amended and Restated Agreement of Limited Partnership of Blanco River DevCo LP (filed as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
|
|
|
|
10.18*
|
|
Registrant’s Form of Non-Employee Director Restricted Unit Agreement under the Partnership’s 2016 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: October 27, 2016) filed November 2, 2016 and incorporated herein by reference).
|
|
|
|
10.19*
|
|
Registrant's Form of Employee Restricted Unit Agreement under the Partnership’s 2016 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: January 26, 2017) filed January 26, 2017 and incorporated herein by reference).
|
|
|
|
21.1***
|
|
Subsidiaries
|
|
|
|
23.1***
|
|
Consent of Independent Registered Public Accounting Firm—KPMG LLP
|
|
|
|
31.1***
|
|
Certification of the Company’s Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241).
|
|
|
|
31.2***
|
|
Certification of the Company’s Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241).
|
|
|
|
32.1***
|
|
Certification of the Company’s Chief Executive Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
32.2***
|
|
Certification of the Company’s Chief Financial Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Schema Document
|
|
|
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
Bbl
|
|
Barrel
|
Bbl/d
|
|
Barrels per day
|
Bpm
|
|
Barrels per minute
|
Btu
|
|
British thermal unit
|
Btu/d
|
|
British thermal units per day
|
CGF
|
|
Central gathering facility
|
DevCo
|
|
Development company
|
DCF
|
|
Distributable cash flow
|
DJ Basin
|
|
Denver-Julesburg Basin
|
EBITDA
|
|
Earnings before interest, taxes, depreciation, and amortization
|
FASB
|
|
Financial Accounting Standards Board
|
FERC
|
|
The Federal Energy Regulatory Commission
|
GAAP
|
|
United States generally accepted accounting principles
|
GHG
|
|
Greenhouse gas emissions
|
HH
|
|
Henry Hub index
|
IDP
|
|
Integrated development plan area
|
IDRs
|
|
Incentive distribution rights
|
LIBOR
|
|
London Interbank Offered Rate
|
MBbl/d
|
|
Thousand barrels per day
|
Mcf/d
|
|
Thousand cubic feet per day
|
MMBtu
|
|
Million British thermal units
|
MMBtu/d
|
|
Million British thermal units per day
|
NGL
|
|
Natural gas liquids
|
Offering
|
|
Initial public offering
|
PPI
|
|
Producer price index
|
ROFO
|
|
Right of first offer
|
ROFR
|
|
Right of first refusal
|
1.1.
|
Subscription, Issuance and Use of Proceeds.
|
1.2.
|
Closing Mechanics & Deliverables
.
|
1.3.
|
Regulatory Approvals.
Each of Subscriber and Plains
shall submit as soon as practicable, but in no event later than ten (10) Business Days after the execution hereof, filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “
HSR
Act
”). The Persons making such filings shall request expedited treatment of any such filings, shall promptly furnish each other with copies of any notices, correspondence or other written communication received by it from the relevant Governmental Authority (as defined in the Contribution and Merger Agreement), shall promptly make any appropriate or necessary subsequent or supplemental filings required of it and shall cooperate in the preparation of such filings as is reasonably necessary and appropriate. All fees relating to filings required to be made pursuant to the HSR Act shall be split equally between Subscriber and Plains. The Parties shall use commercially reasonable efforts to cause the applicable waiting period under the HSR Act to expire or terminate;
provided
that none of Subscriber, Plains or the Company, nor any of their respective Affiliates, shall have any obligation to hold separate or divest any of their respective assets.
|
2.1.
|
Representations and Warranties of Parties
. Each Party hereby makes, as of the date hereof, and will be deemed to have made as of the Closing,
the following representations and warranties to the other Parties:
|
2.2.
|
Representations and Warranties of the Subscriber
. Subscriber hereby makes, as of the date hereof, and will be deemed to have made as of the Closing, the following representations and warranties to Plains and the Company:
|
2.3.
|
Representations and Warranties of Plains
.
Plains hereby makes, as of the date hereof, and will be deemed to have made as of the Closing, the following representations and warranties to Subscriber:
|
3.1.
|
The Company and Plains’s Conditions to Closing
. The obligations of the Company and Plains at the Closing Date are subject to the satisfaction by Subscriber with respect to
Sections 3.1(a)
and
(e)
and the satisfaction of
Section 3.1(b)
,
(c)
and
(d)
(or in each case, waiver by Plains, in writing) at or prior to the Closing Date of the following conditions precedent:
|
3.2.
|
Subscriber’s Conditions to Closing
. The obligations of Subscriber at the Closing Date are subject to the satisfaction by Plains and the Company with respect to
Sections 3.2(a)
and
(e)
and the satisfaction of
Section 3.2(b)
,
(c)
and
(d)
(or, in each case, waiver by Subscriber, in writing) at or prior to the Closing Date of the following conditions precedent:
|
3.3.
|
Termination Rights.
|
3.4.
|
Specific Performance
. Notwithstanding the foregoing, nothing in this Agreement shall, prior to the Closing or the termination of this Agreement in accordance with its terms, limit any Party’s right to seek injunctive relief or to compel specific performance of any covenant or obligation of the the other Parties set forth in this Agreement that is to be performed prior to the Closing, or, after the Closing, limit any Party’s right to seek injunctive relief or to compel specific performance of any covenant or obligation of the other set forth in this Agreement that is to be performed after the Closing.
|
4.1.
|
Entire Agreement
. This Agreement, the Company A&R LLC Agreement (upon its execution), the Operating and Administrative Services Agreement (upon its execution) and the Commercial Agreements (upon their execution) constitute the full and entire understanding and agreement among the Parties with regard to the subject matters hereof and thereof and supersedes all other prior agreements with regard to the subject matters hereof and thereof.
|
4.2.
|
Binding Provisions; Assignment
. The covenants and agreements contained in this Agreement shall be binding upon the successors, permitted assigns, and personal representatives of Subscriber, Plains and the Company. None of the rights, privileges or obligations set forth in, arising under or created by this Agreement may be assigned or transferred without the prior written consent of all of the Parties.
|
4.3.
|
Governing Law; Jurisdiction; Venue
. This Agreement and all questions relating to the interpretation or enforcement of this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to the Laws of the State of Delaware or any other jurisdiction that would call for the application of the substantive Laws of any jurisdiction other than Delaware. Any dispute may, at the option of any Party hereto, be resolved and decided by the state or federal courts located in Harris County, Texas Courts (collectively, the “
Harris County Courts
”). Each of the Parties hereby irrevocably and unconditionally, for itself and its property, submits to the exclusive jurisdiction in the Harris County Courts and any appellate court from any thereof, in any dispute arising out of this Agreement and hereby irrevocably agrees that any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby or thereby, and agrees that all claims in respect of such suit, action or other proceeding may be heard and determined in any such court, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such suit, action or proceeding except in the Harris County Courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Harris County Courts, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in the Harris County Courts, and (iv) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Harris County Courts. Each Party hereby agrees that service of summons, complaint or other process in connection with any proceedings contemplated hereby may be made by registered or certified mail addressed to such Party at the address specified pursuant to
Section 4.6
.
|
4.4.
|
Waiver of Jury Trial
. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.
|
4.5.
|
Severability
. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future Laws effective, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this
|
4.6.
|
Notices
. Except as otherwise provided in this Agreement, all notices required or permitted to be given under this Agreement shall be sufficient and deemed delivered if in writing, as follows: (A) by personally delivering the notice to the party entitled to receive it or (B) by Federal Express or any other reputable overnight carrier, in which case the notice shall be deemed to be given as of the date it is delivered. All notices shall be addressed as follows:
|
4.7.
|
Counterparts; Facsimile
. This Agreement may be executed in two or more counterparts, any one of which counterparts need not contain the signatures of more than one Party, each one of which counterparts constitutes an original, and all of which counterparts taken together constitute one and the same instrument. A
|
4.8.
|
No Third-Party Beneficiaries
. Nothing contained in this Agreement shall create or be deemed to create any rights or benefits in any third parties.
|
4.9.
|
Amendments of Agreement
. This Agreement and any exhibit hereto may only be amended, modified or supplemented by an agreement in writing signed by each Party.
|
4.10.
|
Confidentiality
. Without the consent of the other Parties, no Party shall divulge to any Person any information relating to this Agreement or the transactions contemplated hereby that is not already publicly available (“
Confidential Information
”), except (a) as required by Law or stock exchange rules and regulations, (b) as required pursuant to an order of a court of competent jurisdiction, (c) to the extent necessary to enforce the rights of such Party under this Agreement;
provided
that
, in the case of this clause (c), all such disclosures will be made in accordance with applicable rules of discovery governing any related dispute, or (d) to a Party’s Affiliates, or a Party’s or its Affiliates’ respective managers, lenders, directors, officers, employees and authorized representatives (including attorneys, accountants, consultants, and financial advisors),
provided that
, any Party disclosing any such information as provided in (d) hereof will (i) inform such Person of the obligations of this
Section 4.10
and (ii) be responsible for any breach of this
Section 4.10
by any such Person. This
Section 4.10
shall terminate upon the earlier to occur of either (i) two years after the date of this Agreement and (ii) the Closing Date.
|
4.11.
|
Press Releases
. Without reasonable prior notice to the other Parties hereto, no Party will issue, or permit any agent or Affiliate of it to issue, any press releases or otherwise make, or cause any agent or Affiliate of it to make, any public statements with respect to this Agreement, any Confidential Information or the transactions contemplated hereby, except where such release or statement is deemed in good faith by such releasing Party to be required by Law or under the rules and regulations of a recognized stock exchange on which shares of such Party or any of its Affiliates are listed, and in any case, prior to making any such press release or public statement, such releasing Party shall provide a copy of the proposed press release or public statement to the other Party hereto reasonably in advance of the proposed release date as necessary to enable such other Party to provide comments on it; provided such other Party must respond with any comments within one (1) Business Day after its receipt of such proposed press release. Investor presentations, industry conference presentations or similar disclosures made in compliance with
Section 4.10
shall not be considered press releases or public statements that are subject to this
Section 4.11
.
|
4.12.
|
Waivers and Consents
. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom may be granted, only by a written document executed by the applicable Party or Parties. No such waiver or consent shall be
|
4.13.
|
Limitation on Damages
. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EACH PARTY HERETO HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES THE OTHER PARTIES TO THIS AGREEMENT FROM AND EXCLUDES ANY RECOVERY FOR ITS OWN SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES (INCLUDING LOSS OF, DAMAGE TO OR DELAY IN PROFIT, REVENUE OR PRODUCTION) RELATING TO, ASSOCIATED WITH, OR ARISING OUT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY SUCH DAMAGES RELATING TO, ASSOCIATED WITH OR ARISING OUT OF MATTERS INVOLVING ANY PARTY ACTING IN ITS CAPACITY AS A PARTY HERETO. NO LAW, THEORY, OR PUBLIC POLICY SHALL BE GIVEN EFFECT WHICH WOULD UNDERMINE, DIMINISH, OR REDUCE THE EFFECTIVENESS OF THE FOREGOING WAIVER, IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES HERETO THAT SUCH DAMAGE WAIVER, EXCLUSION, DISCLAIMER, AND RELEASE IS TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY PARTY.
|
4.14.
|
Attorneys Fees
. In the event of any litigation between any of the Parties arising under this Agreement, the prevailing party shall be entitled to reimbursement for its out-of-pocket costs and expenses resulting from any such litigation, including attorneys’ fees and expenses.
|
4.15.
|
Interpretation
. The Parties acknowledge and agree that: (A) each Party and its counsel has reviewed, or has had the opportunity to review, the terms and provisions
|
4.16.
|
Headings and Captions
. The headings and captions of the various articles and sections of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions of this Agreement.
|
4.17.
|
Expenses
. Except as otherwise set forth in this Agreement, each Party shall be solely responsible for and shall pay its respective fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by the Party) in connection with the preparation or enforcement of, or of any requests for consents or waivers under, this Agreement, including any amendments or waivers to this Agreement.
|
4.18.
|
Laws and Regulations
. This Agreement is subject to all present and future orders, rules, and regulations of any regulatory body having jurisdiction and to the Laws of the United States or any State having jurisdiction; and in the event this Agreement or any provision hereof shall be found contrary to or in conflict with any such order, rule, regulation or Law this Agreement shall be deemed modified to the extent necessary to comply with such order, rule, regulation, or Law, but only for the period of time and in the jurisdiction for which such order, rule, regulation, or Law is in effect.
|
4.19.
|
Further Assurances
. In connection with this Agreement and the transactions contemplated thereby, each Party will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.
|
4.20.
|
Access to Information
. Each of Plains and the Company shall, at all times during the period beginning on the date of this Agreement and ending upon the earlier of the Closing and termination of this Agreement pursuant to Section 3.3 (the “
Interim Period
”), (i) promptly provide to Subscriber copies of any and all written information received by such Person from the Company Members, Members’ Representative (as such terms are defined in the Contribution and Merger Agreement) or Advantage under the Contribution and Merger Agreement; (ii) make a good faith effort to promptly provide to Subscriber a verbal or written summary of any and all discussions with the Company Members, Members’ Representative (as such terms are defined in the Contribution and Merger Agreement) or Advantage during the Interim Period; and (ii) to the extent practical, provide Subscriber (or a representative thereof) with the opportunity to participate in all formal meetings with third parties, Governmental Authorities (as defined in the Contribution and Merger Agreement), Advantage, or Members’ Representative, in each case, to the extent relating to the transactions contemplated by the Contribution and Merger Agreement.
|
4.21.
|
Actions of the Company Pending Closing
. It is the intent of each of the Parties that, during the Interim Period, Subscriber and Plains shall act in consultation with one another with respect to the actions of the Company during the Interim Period under the Contribution and Merger Agreement. Accordingly, each Party agrees that, during the Interim Period, the Company shall not, and Plains agrees that it shall not direct or cause the Company to, without the prior written consent of Subscriber, take any action that is not expressly required by the Contribution and Merger Agreement. Without limiting the foregoing, the Company shall not, and Plains shall not direct or cause the Company to, issue any waiver or consent, effect any amendment of the Contribution and Merger Agreement, or make any election as to the enforcement of the Company’s rights, in each case, unless and until the taking of such action is affirmatively approved in writing by each of Subscriber and Plains.
|
BORROWER:
|
NOBLE MIDSTREAM SERVICES, LLC
, a Delaware limited liability company
|
PARENT:
|
NOBLE MIDSTREAM PARTNERS LP
, a Delaware limited partnership
|
1.
|
The aggregate amount of all Midland Pipeline Investments made prior to the date of this Certificate is $__________.
|
2.
|
The amount of the Midland Pipeline Investment made or to be made on the date of this Certificate is $_________.
|
SUBSIDIARY
|
|
JURISDICTION OF ORGANIZATION
|
Noble Midstream Services, LLC
|
|
Delaware
|
Colorado River DevCo GP LLC
|
|
Delaware
|
Colorado River DevCo LP
|
|
Delaware
|
San Juan River DevCo GP LLC
|
|
Delaware
|
San Juan River DevCo LP
|
|
Delaware
|
Green River DevCo GP LLC
|
|
Delaware
|
Green River DevCo LP
|
|
Delaware
|
Laramie River DevCo GP LLC
|
|
Delaware
|
Laramie River DevCo LP
|
|
Delaware
|
Blanco River DevCo GP LLC
|
|
Delaware
|
Blanco River DevCo LP
|
|
Delaware
|
Gunnison River DevCo GP LLC
|
|
Delaware
|
Gunnison River DevCo LP
|
|
Delaware
|
Trinity River DevCo LLC
|
|
Delaware
|
|
|
General Partner or Sole Member
|
|
Limited Partner
|
|
|
|
|
|||||||
Subsidiary
|
|
Name
|
|
Percent Ownership
|
|
Name
|
|
Percent Ownership
|
|
Jurisdiction of Organization
|
|
Direct/Indirect Ownership Percentage Held by NBLX
|
|||
Noble Midstream Services, LLC
|
|
Noble Midstream Partners LP
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Colorado River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Colorado River DevCo LP
|
|
Colorado River DevCo GP LLC
|
|
80
|
%
|
|
NBL Midstream, LLC*
|
|
20
|
%
|
|
Delaware
|
|
80
|
%
|
San Juan River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
San Juan River DevCo LP
|
|
San Juan River DevCo GP LLC
|
|
25
|
%
|
|
NBL Midstream, LLC*
|
|
75
|
%
|
|
Delaware
|
|
25
|
%
|
Green River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Green River DevCo LP
|
|
Green River DevCo GP LLC
|
|
25
|
%
|
|
NBL Midstream, LLC*
|
|
75
|
%
|
|
Delaware
|
|
25
|
%
|
Laramie River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Laramie River DevCo LP
|
|
Laramie River DevCo GP LLC
|
|
5
|
%
|
|
Noble Midstream Services, LLC
|
|
95
|
%
|
|
Delaware
|
|
100
|
%
|
Blanco River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Blanco River DevCo LP
|
|
Blanco River DevCo GP LLC
|
|
25
|
%
|
|
NBL Midstream, LLC*
|
|
75
|
%
|
|
Delaware
|
|
25
|
%
|
Gunnison River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Gunnison River DevCo LP
|
|
Gunnison River DevCo GP LLC
|
|
5
|
%
|
|
NBL Midstream, LLC*
|
|
95
|
%
|
|
Delaware
|
|
5
|
%
|
Trinity River DevCo LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
*
|
Not a subsidiary of NBLX.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Noble Midstream Partners LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date:
|
February 14, 2017
|
|
|
|
|
|
|
/s/ Terry R. Gerhart
|
|
||
Terry R. Gerhart
|
|
||
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Noble Midstream Partners LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date:
|
February 14, 2017
|
|
|
|
|
|
|
/s/ John F. Bookout, IV
|
|
||
John F. Bookout, IV
|
|
||
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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February 14, 2017
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/s/ Terry R. Gerhart
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Terry R. Gerhart
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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February 14, 2017
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/s/ John F. Bookout, IV
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John F. Bookout, IV
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Chief Financial Officer
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