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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2019
NBLXUPDATEDLOGOA69.JPG  
NOBLE MIDSTREAM PARTNERS LP
(Exact name of Registrant as specified in its charter) 
 
 
 
 
 
 
 
 
Delaware
 
001-37640
 
47-3011449
(State or other jurisdiction of
incorporation or organization)
 
Commission
File Number
 
(I.R.S. Employer
Identification No.)
 
 
 
 
1001 Noble Energy Way
 
 
 
77070
Houston,
Texas
 
 
 
(Address of principal executive offices)
 
 
 
(Zip Code)
 
 
 
 
 
 
 
 
Registrant’s telephone number, including area code:
(281)
872-3100
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Units, Representing Limited Partner Interests
 
NBLX
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐




Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 16, 2019, Noble Midstream Partners LP (the “Partnership”), acting pursuant to authorization from the Board of the General Partner, determined to voluntarily withdraw the principal listing of the Partnership’s common units representing limited partner interests (the “Common Units”), from the New York Stock Exchange (“NYSE”) and transfer the listing to the Nasdaq Global Select Market (“Nasdaq”). The Partnership expects to voluntarily delist its Common Units on the NYSE effective as of the close of trading on December 27, 2019, and that trading will commence on Nasdaq at market open on December 30, 2019.
The Common Units have been approved for listing on Nasdaq, where it will continue to trade under the stock symbol “NBLX.”

Item 7.01. Regulation FD Disclosure
The Partnership issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Common Units to Nasdaq.
The information included in this Current Report under Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall not be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
 
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits.
 
99.1
 
104
Cover page Interactive Data File (embedded within the Inline XBRL document).






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
 
 
 
 
 
 
 
 
NOBLE MIDSTREAM PARTNERS LP
 
 
 
 
By: Noble Midstream GP, LLC,
       Its General Partner
 
 
 
 
 
 
Date:
December 16, 2019
 
 
By: 
 
/s/ Aaron G. Carlson
 
 
 
 
 
 
Aaron G. Carlson
 
 
 
 
 
 
General Counsel and Secretary





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Exhibit 99.1

NEWS RELEASE
 
 
 
December 16, 2019
Noble Midstream to Transfer Stock Exchange Listing to Nasdaq
Ticker symbol will remain “NBLX”

Houston, Texas - Noble Midstream Partners LP (NYSE: NBLX) (the “Partnership” or “Noble Midstream”) announced that it will voluntarily transfer its stock exchange listing to the Nasdaq Global Select Market from the New York Stock Exchange, effective December 27, 2019 after market close. Noble Midstream units are expected to begin trading as a Nasdaq-listed security on December 30, 2019. The Partnership will retain its current ticker symbol “NBLX”.
“Our stock exchange move will allow us to leverage Nasdaq’s cutting-edge technology and information in serving our unit holders, while furthering our focus on cost efficiencies throughout the organization. We are excited to be joining many of the world’s largest and most innovative companies on Nasdaq,” commented Brent Smolik, the Partnership’s CEO.
About Noble Midstream Partners LP
Noble Midstream is a growth-oriented master limited partnership formed by Noble Energy, Inc., to own, operate, develop and acquire domestic midstream infrastructure assets. Noble Midstream currently provides crude oil, natural gas, and water-related midstream services in the DJ Basin in Colorado and the Delaware Basin in Texas. For more information, please visit www.nblmidstream.com.
Contacts:
Tom Christensen
Chief Financial Officer
(832) 639-7524
tom.christensen@nblmidstream.com
Park Carrere
Manager, Investor Relations
(281) 872-3208
park.carrere@nblenergy.com

This news release contains certain “forward-looking statements” within the meaning of federal securities law. Words such as “anticipates”, “believes”, “expects”, “intends”, “will”, “should”, “may”, “estimates”, and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect the Partnership’s current views about future events. No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, without limitation, the Partnership’s targeted leverage and distribution growth, its customers’ ability to meet their drilling and development plans, changes in general economic conditions, competitive conditions in the Partnership’s industry, actions taken by third-party operators, gatherers, processors and transporters, the demand for crude oil and natural gas gathering and processing services, the Partnership’s ability to successfully implement its business plan, the Partnership’s ability to complete internal growth projects on time and on budget, the ability of third parties to complete construction of pipelines in which the Partnership holds equity interests on time and on budget, the price and availability of debt and equity financing, the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels, and other risks inherent in the Partnership’s business, including those described under “Risk Factors” and “Forward-Looking Statements” in the Partnership’s most recent Annual Report on Form 10-K and in other reports we file with the Securities and Exchange Commission. These reports are also available from the Partnership’s office or website, www.nblmidstream.com. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Noble Midstream does not assume any obligation to update forward-looking statements should circumstances, management’s estimates, or opinions change.