Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Units, Representing Limited Partner Interests
|
|
NBLX
|
|
The Nasdaq Stock Market LLC
|
|
|
|
|
(Nasdaq Global Select Market)
|
Large accelerated filer
|
☒
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
PART I
|
||
Items 1. and 2.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 3.
|
||
Item 4.
|
||
PART II
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
PART III
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
PART IV
|
||
Item 15.
|
||
Item 16.
|
•
|
the ability of our customers to meet their drilling and development plans;
|
•
|
changes in general economic conditions;
|
•
|
competitive conditions in our industry;
|
•
|
actions taken by third-party operators, gatherers, processors and transporters;
|
•
|
the demand for crude oil gathering, natural gas gathering and processing, produced water gathering, crude oil treating and fresh water services;
|
•
|
our ability to successfully implement our business plan;
|
•
|
our ability to complete internal growth projects 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;
|
•
|
competition from the same and alternative energy sources;
|
•
|
energy efficiency and technology trends;
|
•
|
operating hazards and other risks incidental to our midstream services;
|
•
|
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
interest rates;
|
•
|
labor relations;
|
•
|
defaults by our customers under our gathering and processing agreements;
|
•
|
changes in availability and cost of capital;
|
•
|
changes in our tax status;
|
•
|
the effect of existing and future laws and government regulations;
|
•
|
the effects of future litigation;
|
•
|
interruption of the Partnership’s operations due to social, civil or political events or unrest;
|
•
|
terrorist attacks or cyber threats;
|
•
|
any future acquisitions or dispositions of assets or the delay or failure of any such transaction to close; and
|
•
|
certain factors discussed elsewhere in this Form 10-K.
|
Company
|
Areas Served
|
NBLX Dedicated Service
|
Customers
|
Colorado River LLC (1)
|
Wells Ranch IDP (DJ Basin)
East Pony IDP (DJ Basin)
All Noble DJ Basin Acreage
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
Crude Oil Gathering
Crude Oil Treating
|
Noble
|
San Juan River LLC (1)
|
East Pony IDP (DJ Basin)
|
Water Services
|
Noble
|
Green River DevCo LLC (1)
|
Mustang IDP (DJ Basin)
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
Noble
|
Laramie River LLC (1)
|
Greeley Crescent IDP (DJ Basin)
|
Crude Oil Gathering
Water Services
|
Noble and Unaffiliated Third Party
|
Black Diamond Dedication Area (DJ Basin)
|
Crude Oil Gathering
Crude Oil Sales
Natural Gas Gathering
|
Noble and Unaffiliated Third Parties
|
|
Blanco River LLC (1)
|
Delaware Basin
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
Noble and Unaffiliated Third Parties
|
Gunnison River DevCo LP
|
Bronco IDP (DJ Basin) (2)
|
Crude Oil Gathering
Water Services
|
Noble
|
Trinity River DevCo LLC
|
Delaware Basin
|
Natural Gas Compression
Crude Oil Transmission
|
Noble and Unaffiliated Third Parties (3)
|
Dos Rios DevCo LLC
|
Delaware Basin
|
Crude Oil Transmission
Y-Grade Transmission
|
Noble and Unaffiliated Third Parties (3)
|
Noble Midstream Holdings LLC
|
East Pony IDP (DJ Basin)
|
Natural Gas Gathering
Natural Gas Processing
|
Noble and Unaffiliated Third Parties
|
Delaware Basin
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
Noble and Unaffiliated Third Parties
|
(1)
|
On December 31, 2019, the general partner and limited partnership of each of the above companies was merged into a limited liability company (“LLC”).
|
(2)
|
We currently have no midstream infrastructure assets in the Bronco IDP. We have dedications for any of Noble’s future production in this area.
|
(3)
|
The unaffiliated third-party customers are served though investments in which we exert significant influence.
|
|
Number of Wells Subject to Monthly Fee
|
|||||||
|
As of December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Producing Vertical Wells
|
1,001
|
|
|
1,257
|
|
|
1,753
|
|
Producing Horizontal Wells
|
339
|
|
|
406
|
|
|
471
|
|
|
Average Daily Throughput (MMBtu/d)
|
|||||||
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
DJ Basin
|
50,039
|
|
|
61,766
|
|
|
49,531
|
|
|
Average Daily Throughput (Bbl/d)
|
|||||||
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
DJ Basin
|
164,524
|
|
|
175,754
|
|
|
155,990
|
|
•
|
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;
|
•
|
requiring remedial action to mitigate pollution conditions caused by our operations or attributable to former operations;
|
•
|
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;
|
•
|
requiring noise, lighting, visual impact, odor or dust mitigation, setbacks, landscaping, fencing and other measures; and
|
•
|
limiting or restricting water use.
|
•
|
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;
|
•
|
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;
|
•
|
the availability of capital on an economic basis to fund Noble’s exploration and development activities;
|
•
|
drilling and operating risks, including potential environmental liabilities, associated with Noble’s operations on our dedicated acreage;
|
•
|
downstream processing and transportation capacity constraints and interruptions, including the failure of Noble to have sufficient contracted processing or transportation capacity; and
|
•
|
adverse effects of increased or changed governmental and environmental regulation or enforcement of existing regulation.
|
•
|
Noble’s financial condition, credit ratings, leverage, market reputation, liquidity and cash flows;
|
•
|
Noble’s ability to maintain or replace its reserves;
|
•
|
adverse effects of governmental and environmental regulation on Noble’s upstream operations; and
|
•
|
losses from pending or future litigation.
|
•
|
the volumes of natural gas we gather or process, the volumes of crude oil we gather and sell, 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;
|
•
|
market prices of crude oil, natural gas and NGLs and their effect on our customers’ drilling and development plans on our dedicated acreage and the volumes of hydrocarbons that are produced on our dedicated acreage and for which we provide midstream services;
|
•
|
our customers’ ability to fund their drilling and development plans on our dedicated acreage;
|
•
|
downstream processing and transportation capacity constraints and interruptions, including the failure of our customers to have sufficient contracted processing or transportation capacity;
|
•
|
the levels of our operating expenses, maintenance expenses and general and administrative expenses;
|
•
|
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;
|
•
|
the rates we charge third parties for our midstream services;
|
•
|
prevailing economic conditions; and
|
•
|
adverse weather conditions.
|
•
|
the level and timing of our capital expenditures;
|
•
|
our debt service requirements and other liabilities;
|
•
|
our ability to borrow under our debt agreements to fund our capital expenditures and operating expenditures and to pay distributions;
|
•
|
fluctuations in our working capital needs;
|
•
|
restrictions on distributions contained in any of our debt agreements;
|
•
|
the cost of acquisitions, if any;
|
•
|
the fees and expenses of our General Partner and its affiliates (including Noble) that we are required to reimburse;
|
•
|
the amount of cash reserves established by our General Partner; and
|
•
|
other business risks affecting our cash levels.
|
•
|
the availability and cost of capital;
|
•
|
prevailing and projected crude oil, natural gas and NGL prices;
|
•
|
demand for crude oil, natural gas and NGLs;
|
•
|
levels of reserves;
|
•
|
geologic considerations;
|
•
|
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;
|
•
|
increased levels of taxation related to the exploration and production of crude oil, natural gas and NGLs in our areas of operation;
|
•
|
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
|
•
|
the costs of producing crude oil, natural gas and NGLs and the availability and costs of drilling rigs and other equipment.
|
•
|
mistaken assumptions about volumes or the timing of those volumes, revenues or costs, including synergies;
|
•
|
an inability to successfully integrate the acquired assets or businesses;
|
•
|
the assumption of unknown liabilities;
|
•
|
exposure to potential lawsuits;
|
•
|
limitations on rights to indemnity from the seller;
|
•
|
the diversion of management’s and employees’ attention from other business concerns;
|
•
|
unforeseen difficulties operating in new geographic areas; and
|
•
|
customer or key employee losses at the acquired businesses.
|
•
|
the level of existing and new competition to provide services to our markets;
|
•
|
the macroeconomic factors affecting our current and potential customers;
|
•
|
the balance of supply and demand, on a short-term, seasonal and long-term basis, in our markets;
|
•
|
the extent to which the customers in our markets are willing to contract on a long-term basis; and
|
•
|
the effects of federal, state or local regulations on the contracting practices of our customers.
|
•
|
damage to, loss of availability of and delays in gaining access 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;
|
•
|
mechanical or structural failures at our or Noble’s facilities or at third-party facilities on which our customers’ or our operations are dependent, including electrical shortages, power disruptions and power grid failures;
|
•
|
leaks of crude oil, natural gas, NGLs or produced water or losses of crude oil, natural gas, NGLs or produced water as a result of the malfunction of, or other disruptions associated with, equipment or facilities;
|
•
|
unexpected business interruptions;
|
•
|
curtailments of operations due to severe seasonal weather;
|
•
|
riots, strikes, lockouts or other industrial disturbances;
|
•
|
fires, ruptures and explosions; and
|
•
|
other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
|
•
|
injury or loss of life;
|
•
|
damage to and destruction of property, natural resources and equipment;
|
•
|
pollution and other environmental damage;
|
•
|
regulatory investigations and penalties;
|
•
|
suspension of our operations; and
|
•
|
repair and remediation costs.
|
•
|
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;
|
•
|
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;
|
•
|
we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
|
•
|
our flexibility in responding to changing business and economic conditions may be limited.
|
•
|
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;
|
•
|
a cyber attack on downstream pipelines could prevent us from delivering product at the tailgate of our facilities, resulting in a loss of revenues;
|
•
|
a cyber attack on a communications network or power grid could cause operational disruption resulting in loss of revenues;
|
•
|
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
|
•
|
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.
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
except in limited circumstances, our General Partner has the power and authority to conduct our business without unitholder approval;
|
•
|
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;
|
•
|
our General Partner will determine which costs incurred by it are reimbursable by us;
|
•
|
our General Partner may cause us to borrow funds in order to permit the payment of cash distributions;
|
•
|
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;
|
•
|
our General Partner intends to limit its liability regarding our contractual and other obligations;
|
•
|
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;
|
•
|
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; and
|
•
|
our General Partner decides whether to retain separate counsel, accountants or others to perform services for us.
|
•
|
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;
|
•
|
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;
|
•
|
our General Partner and its officers and directors will not be liable for monetary damages or otherwise 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
|
•
|
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.
|
•
|
management of our business may no longer reside solely with our current General Partner; and
|
•
|
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.
|
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
|
—
|
|
—
|
|
1,630,638
|
|
Equity Compensation Plans Not Approved by Security Holders
|
—
|
|
—
|
|
—
|
|
Total
|
—
|
|
—
|
|
1,630,638
|
|
•
|
less, the amount of cash reserves established by our General Partner to:
|
•
|
provide for the proper conduct of our business (including reserves for our future capital expenditures, future acquisitions and for anticipated future credit needs);
|
•
|
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
|
•
|
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 $0.375);
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands, except as noted)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statements of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues
|
$
|
703,801
|
|
|
$
|
558,735
|
|
|
$
|
289,622
|
|
|
$
|
193,453
|
|
|
$
|
117,878
|
|
Net Income
|
245,467
|
|
|
216,719
|
|
|
160,767
|
|
|
96,290
|
|
|
(88,344
|
)
|
|||||
Net Income Attributable to Noble Midstream Partners LP
|
159,996
|
|
|
162,734
|
|
|
140,572
|
|
|
28,458
|
|
|
N/A
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Units
|
$
|
3.09
|
|
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
$
|
0.89
|
|
|
N/A
|
|
|
Subordinated Units
|
3.86
|
|
|
3.96
|
|
|
4.10
|
|
|
0.89
|
|
|
N/A
|
|
|||||
Cash Distributions Declared per Limited Partner Unit
|
2.6144
|
|
|
2.1913
|
|
|
1.8113
|
|
|
0.4333
|
|
|
N/A
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
12,676
|
|
|
$
|
14,761
|
|
|
$
|
20,090
|
|
|
$
|
57,443
|
|
|
$
|
30,299
|
|
Total Property, Plant and Equipment, Net
|
1,762,957
|
|
|
1,570,923
|
|
|
821,962
|
|
|
380,310
|
|
|
352,764
|
|
|||||
Investments
|
660,778
|
|
|
82,317
|
|
|
80,461
|
|
|
11,151
|
|
|
12,279
|
|
|||||
Intangible Assets, Net
|
277,900
|
|
|
310,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill
|
109,734
|
|
|
109,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Assets
|
2,926,082
|
|
|
2,192,178
|
|
|
1,038,465
|
|
|
537,430
|
|
|
481,853
|
|
|||||
Long-Term Debt
|
1,495,679
|
|
|
559,021
|
|
|
85,000
|
|
|
—
|
|
|
—
|
|
|||||
Total Liabilities
|
1,665,221
|
|
|
705,623
|
|
|
251,806
|
|
|
50,368
|
|
|
61,674
|
|
|||||
Mezzanine Equity
|
106,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Equity
|
1,154,856
|
|
|
1,486,555
|
|
|
786,659
|
|
|
487,062
|
|
|
420,179
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Throughput and Crude Oil Sales Volumes
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude Oil Sales Volumes (Bbl/d)
|
9,354
|
|
|
6,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Crude Oil Gathering Volumes (Bbl/d)
|
231,963
|
|
|
177,127
|
|
|
69,249
|
|
|
45,236
|
|
|
33,977
|
|
|||||
Natural Gas Gathering Volumes (MMBtu/d)
|
631,760
|
|
|
387,804
|
|
|
244,940
|
|
|
180,262
|
|
|
100,298
|
|
|||||
Total Barrels of Oil Equivalent (Boe/d)
|
322,312
|
|
|
232,974
|
|
|
100,652
|
|
|
68,347
|
|
|
46,836
|
|
|||||
Natural Gas Processing Volumes (MMBtu/d)
|
50,039
|
|
|
61,766
|
|
|
49,531
|
|
|
42,269
|
|
|
11,735
|
|
|||||
Produced Water Gathering Volumes (Bbl/d)
|
188,515
|
|
|
121,215
|
|
|
37,365
|
|
|
10,592
|
|
|
5,198
|
|
|||||
Fresh Water Services Volumes (Bbl/d)
|
164,524
|
|
|
175,754
|
|
|
155,990
|
|
|
94,227
|
|
|
51,980
|
|
•
|
•
|
•
|
•
|
•
|
•
|
completed the Drop-Down and Simplification Transaction;
|
•
|
completed the formation of Delaware Crossing;
|
•
|
closed options to acquire interests in EPIC Y-Grade and EPIC Crude;
|
•
|
secured equity commitment and issued preferred equity to GIP CAPS Dos Rios Holding Partnership, L.P. (“GIP”);
|
•
|
entered into an additional term loan credit facility that permitted aggregate borrowing up to $400 million; and
|
•
|
extended the borrowing capacity of our revolving credit facility to $1.15 billion.
|
•
|
net income of $245.5 million, an increase of 13% as compared with 2018;
|
•
|
net cash provided by operating activities of $385.1 million, an increase of 41% as compared with 2018;
|
•
|
Adjusted EBITDA (non-GAAP financial measure) of $385.9 million, an increase of 18% as compared with 2018;
|
•
|
Adjusted EBITDA (non-GAAP financial measure) attributable to the partnership of $254.6 million, an increase of 14% as compared with 2018; and
|
•
|
distributable cash flow (non-GAAP financial measure) of $213.4 million, an increase of 17% as compared with 2018.
|
•
|
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.
|
•
|
throughput volumes (Gathering Systems and Fresh Water Delivery reportable segments);
|
•
|
operating costs and expenses;
|
•
|
Adjusted EBITDA (non-GAAP financial measure);
|
•
|
distributable cash flow (non-GAAP financial measure); and
|
•
|
capital expenditures.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
Midstream Services — Affiliate
|
$
|
417,835
|
|
|
$
|
338,747
|
|
|
$
|
271,269
|
|
Midstream Services — Third Party
|
96,194
|
|
|
78,498
|
|
|
18,353
|
|
|||
Crude Oil Sales — Third Party
|
189,772
|
|
|
141,490
|
|
|
—
|
|
|||
Total Revenues
|
703,801
|
|
|
558,735
|
|
|
289,622
|
|
|||
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of Crude Oil Sales
|
181,390
|
|
|
136,368
|
|
|
—
|
|
|||
Direct Operating
|
116,675
|
|
|
95,852
|
|
|
67,832
|
|
|||
Depreciation and Amortization
|
96,981
|
|
|
79,568
|
|
|
22,990
|
|
|||
General and Administrative
|
25,777
|
|
|
25,910
|
|
|
14,792
|
|
|||
Other Operating (Income) Expense
|
(488
|
)
|
|
2,159
|
|
|
—
|
|
|||
Total Operating Expenses
|
420,335
|
|
|
339,857
|
|
|
105,614
|
|
|||
Operating Income
|
283,466
|
|
|
218,878
|
|
|
184,008
|
|
|||
Other Expense (Income)
|
|
|
|
|
|
||||||
Interest Expense, Net of Amount Capitalized
|
16,236
|
|
|
10,447
|
|
|
1,603
|
|
|||
Investment Loss (Income)
|
17,748
|
|
|
(16,289
|
)
|
|
(6,334
|
)
|
|||
Total Other Expense (Income)
|
33,984
|
|
|
(5,842
|
)
|
|
(4,731
|
)
|
|||
Income Before Income Taxes
|
249,482
|
|
|
224,720
|
|
|
188,739
|
|
|||
Tax Provision
|
4,015
|
|
|
8,001
|
|
|
27,972
|
|
|||
Net Income
|
245,467
|
|
|
216,719
|
|
|
160,767
|
|
|||
Less: Net Income Prior to the Drop-Down and Simplification Transaction
|
12,929
|
|
|
27,843
|
|
|
(2,869
|
)
|
|||
Net Income Subsequent to the Drop-Down and Simplification Transaction
|
232,538
|
|
|
188,876
|
|
|
163,636
|
|
|||
Less: Net Income Attributable to Noncontrolling Interests
|
72,542
|
|
|
26,142
|
|
|
23,064
|
|
|||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
159,996
|
|
|
$
|
162,734
|
|
|
$
|
140,572
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA(1) Attributable to Noble Midstream Partners LP
|
$
|
254,586
|
|
|
$
|
223,144
|
|
|
$
|
156,526
|
|
|
|
|
|
|
|
||||||
Distributable Cash Flow(1) of Noble Midstream Partners LP
|
$
|
213,442
|
|
|
$
|
182,024
|
|
|
$
|
136,156
|
|
(1)
|
Adjusted 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 additional information regarding our non-GAAP financial measures, see — Adjusted EBITDA (Non-GAAP Financial Measure), Distributable Cash Flow (Non-GAAP Financial Measure) and Reconciliation of Non-GAAP Financial Measures, below.
|
|
|
|
Increase (Decrease)
from Prior Year |
|
|
|
Increase (Decrease)
from Prior Year |
|
|
||||||||
(in thousands, except percentages)
|
2019
|
|
|
2018
|
|
|
2017
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||
Gathering and Processing — Affiliate
|
$
|
337,086
|
|
|
27
|
%
|
|
$
|
265,505
|
|
|
40
|
%
|
|
$
|
189,732
|
|
Gathering and Processing — Third Party
|
76,645
|
|
|
42
|
%
|
|
54,017
|
|
|
626
|
%
|
|
7,444
|
|
|||
Fresh Water Delivery — Affiliate
|
77,566
|
|
|
12
|
%
|
|
69,266
|
|
|
(9
|
)%
|
|
75,860
|
|
|||
Fresh Water Delivery — Third Party
|
12,591
|
|
|
(35
|
)%
|
|
19,345
|
|
|
77
|
%
|
|
10,909
|
|
|||
Crude Oil Sales — Third Party
|
189,772
|
|
|
34
|
%
|
|
141,490
|
|
|
N/M
|
|
|
—
|
|
|||
Other — Affiliate
|
3,183
|
|
|
(20
|
)%
|
|
3,976
|
|
|
(30
|
)%
|
|
5,677
|
|
|||
Other — Third Party
|
6,958
|
|
|
35
|
%
|
|
5,136
|
|
|
N/M
|
|
|
—
|
|
|||
Total Midstream Services Revenues
|
$
|
703,801
|
|
|
26
|
%
|
|
$
|
558,735
|
|
|
93
|
%
|
|
$
|
289,622
|
|
•
|
an increase of $48.3 million in crude oil sales and $17.4 million in crude oil gathering services driven by an increase in throughput volumes resulting from an increase in the number of wells connected to the Black Diamond system;
|
•
|
an increase of $54.8 million in crude oil, produced water and natural gas gathering services revenues driven by an increase in throughput volumes resulting from an increase in wells connected to our gathering systems in the Wells Ranch IDP, Greeley Crescent IDP, and Mustang IDP.
|
•
|
an increase of $43.6 million in crude oil, natural gas and produced water gathering services revenues driven by an increase in throughput volumes resulting from an increase in wells connected to our gathering systems in the Delaware Basin;
|
•
|
a decrease of $10.1 million in natural gas gathering and processing revenues driven by a decrease in natural gas throughput volumes in the East Pony IDP; and
|
•
|
a decrease of $7.2 million in crude oil gathering driven by a decrease in crude oil throughput volumes in the East Pony IDP.
|
•
|
an increase of $141.5 million in crude oil sales due to the commencement of services upon closing of Black Diamond’s and Greenfield Midstream, LLC’s (the “Greenfield Member”) acquisition of all of the issued and outstanding limited liability company interests (the “Black Diamond Acquisition”) in Saddle Butte Rockies Midstream, LLC and certain affiliates (collectively, “Saddle Butte”) from Saddle Butte Pipeline II, LLC;
|
•
|
an increase of $43.1 million in crude oil, natural gas and produced water gathering services revenues driven by an increase in throughput volumes in the Delaware Basin resulting from a full year of gathering services revenues and the commencement of services with a third-party customer during 2018;
|
•
|
an increase of $34.1 million in crude oil and natural gas gathering services revenues due to the commencement of services upon closing of the Black Diamond Acquisition;
|
•
|
an increase of $19.9 million in crude oil, natural gas and produced water gathering services revenues driven by an increase in throughput volumes in the Wells Ranch IDP and East Pony IDP;
|
•
|
an increase of $10.3 million in crude oil, natural gas and produced water gathering services revenues due to the commencement of services in the Mustang IDP during 2018;
|
•
|
an increase of $8.2 million in crude oil and produced water gathering services due to providing a full year of services in the Greeley Crescent IDP to an unaffiliated third party; and
|
•
|
an increase of $3.5 million in crude oil, natural gas and produced water gathering services revenue driven by rate escalations in the Wells Ranch IDP and East Pony IDP;
|
•
|
a decrease of $15.0 million in produced water hauling, recycling and disposal services driven by decreased use of third-party services in the Wells Ranch IDP and East Pony IDP.
|
•
|
an increase of $19.8 million in fresh water delivery revenues due to the recommencement of services in the East Pony IDP area during 2019;
|
•
|
a decrease of $18.3 million in fresh water delivery revenues in the Mustang IDP, Greeley Crescent IDP and Wells Ranch IDP driven by decreased fresh water volumes resulting from reduced well completion activity by Noble.
|
•
|
an increase of $36.7 million in fresh water delivery revenues due to the recommencement of services in the Mustang IDP during 2018; and
|
•
|
an increase of $8.4 million in fresh water delivery revenues driven by increased fresh water volumes delivered to a third-party customer in the Greeley Crescent IDP;
|
•
|
a decrease of $43.3 million in fresh water delivery revenues due to a decrease in fresh water deliveries in the Wells Ranch IDP and East Pony IDP resulting from reduced well completion activity by Noble.
|
|
|
|
Increase (Decrease)
from Prior Year |
|
|
|
Increase
from Prior Year |
|
|
||||||||
(in thousands, except percentages)
|
2019
|
|
|
2018
|
|
|
2017
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of Crude Oil Sales
|
$
|
181,390
|
|
|
33
|
%
|
|
$
|
136,368
|
|
|
N/M
|
|
|
$
|
—
|
|
Direct Operating
|
116,675
|
|
|
22
|
%
|
|
95,852
|
|
|
41
|
%
|
|
67,832
|
|
|||
Depreciation and Amortization
|
96,981
|
|
|
22
|
%
|
|
79,568
|
|
|
246
|
%
|
|
22,990
|
|
|||
General and Administrative
|
25,777
|
|
|
(1
|
)%
|
|
25,910
|
|
|
75
|
%
|
|
14,792
|
|
|||
Other Operating (Income) Expense
|
(488
|
)
|
|
(123
|
)%
|
|
2,159
|
|
|
N/M
|
|
|
—
|
|
|||
Total Operating Expenses
|
$
|
420,335
|
|
|
24
|
%
|
|
$
|
339,857
|
|
|
222
|
%
|
|
$
|
105,614
|
|
|
|
|
Increase (Decrease)
from Prior Year |
|
|
|
Increase from Prior Year
|
|
|
||||||||
(in thousands)
|
2019
|
|
|
2018
|
|
|
2017
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Expense
|
$
|
33,723
|
|
|
100
|
%
|
|
$
|
16,863
|
|
|
308
|
%
|
|
$
|
4,130
|
|
Capitalized Interest
|
(17,487
|
)
|
|
173
|
%
|
|
(6,416
|
)
|
|
154
|
%
|
|
(2,527
|
)
|
|||
Interest Expense, Net
|
16,236
|
|
|
55
|
%
|
|
10,447
|
|
|
552
|
%
|
|
1,603
|
|
|||
Investment Loss (Income)
|
17,748
|
|
|
(209
|
)%
|
|
(16,289
|
)
|
|
157
|
%
|
|
(6,334
|
)
|
|||
Total Other Expense (Income)
|
$
|
33,984
|
|
|
(682
|
)%
|
|
$
|
(5,842
|
)
|
|
23
|
%
|
|
$
|
(4,731
|
)
|
•
|
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,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Reconciliation from Net Income
|
|
|
|
|
|
||||||
Net Income
|
$
|
245,467
|
|
|
$
|
216,719
|
|
|
$
|
160,767
|
|
Add:
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
96,981
|
|
|
79,568
|
|
|
22,990
|
|
|||
Interest Expense, Net of Amount Capitalized
|
16,236
|
|
|
10,447
|
|
|
1,603
|
|
|||
Tax Provision
|
4,015
|
|
|
8,001
|
|
|
27,972
|
|
|||
Transaction and Integration Expenses
|
6,338
|
|
|
7,601
|
|
|
—
|
|
|||
Proportionate Share of Equity Method Investment EBITDA Adjustments
|
16,160
|
|
|
1,700
|
|
|
2,017
|
|
|||
Unit-Based Compensation and Other
|
751
|
|
|
2,392
|
|
|
790
|
|
|||
Adjusted EBITDA
|
385,948
|
|
|
326,428
|
|
|
216,139
|
|
|||
Less:
|
|
|
|
|
|
||||||
Adjusted EBITDA Prior to Drop-Down and Simplification Transaction
|
26,629
|
|
|
49,832
|
|
|
35,120
|
|
|||
Adjusted EBITDA Subsequent to Drop-Down and Simplification Transaction
|
359,319
|
|
|
276,596
|
|
|
181,019
|
|
|||
Less:
|
|
|
|
|
|
||||||
Adjusted EBITDA Attributable to Noncontrolling Interests
|
104,733
|
|
|
53,452
|
|
|
24,493
|
|
|||
Adjusted EBITDA Attributable to Noble Midstream Partners LP
|
254,586
|
|
|
223,144
|
|
|
156,526
|
|
|||
Add:
|
|
|
|
|
|
||||||
Distribution from Equity Method Investments
|
10,135
|
|
|
9,219
|
|
|
—
|
|
|||
Less:
|
|
|
|
|
|
||||||
Proportionate Share of Equity Method Investment Adjusted EBITDA
|
(6,275
|
)
|
|
13,580
|
|
|
3,796
|
|
|||
Cash Interest Paid
|
32,984
|
|
|
16,320
|
|
|
3,734
|
|
|||
Maintenance Capital Expenditures
|
24,570
|
|
|
20,439
|
|
|
12,840
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
213,442
|
|
|
$
|
182,024
|
|
|
$
|
136,156
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Reconciliation from Net Cash Provided by Operating Activities
|
|
|
|
|
|
||||||
Net Cash Provided by Operating Activities
|
$
|
385,143
|
|
|
$
|
273,687
|
|
|
$
|
196,362
|
|
Add:
|
|
|
|
|
|
||||||
Interest Expense, Net of Amount Capitalized
|
16,236
|
|
|
10,447
|
|
|
1,603
|
|
|||
Changes in Operating Assets and Liabilities
|
(4,165
|
)
|
|
33,320
|
|
|
14,742
|
|
|||
Transaction and Integration Expenses
|
6,338
|
|
|
7,601
|
|
|
—
|
|
|||
Equity Method Investment EBITDA Adjustments
|
(16,413
|
)
|
|
4,361
|
|
|
3,796
|
|
|||
Other Adjustments
|
(1,191
|
)
|
|
(2,988
|
)
|
|
(364
|
)
|
|||
Adjusted EBITDA
|
385,948
|
|
|
326,428
|
|
|
216,139
|
|
|||
Less:
|
|
|
|
|
|
||||||
Adjusted EBITDA Prior to Drop-Down and Simplification Transaction
|
26,629
|
|
|
49,832
|
|
|
35,120
|
|
|||
Adjusted EBITDA Subsequent to Drop-Down and Simplification Transaction
|
359,319
|
|
|
276,596
|
|
|
181,019
|
|
|||
Less:
|
|
|
|
|
|
||||||
Adjusted EBITDA Attributable to Noncontrolling Interests
|
104,733
|
|
|
53,452
|
|
|
24,493
|
|
|||
Adjusted EBITDA Attributable to Noble Midstream Partners LP
|
254,586
|
|
|
223,144
|
|
|
156,526
|
|
|||
Add:
|
|
|
|
|
|
||||||
Distribution from Equity Method Investments
|
10,135
|
|
|
9,219
|
|
|
—
|
|
|||
Less:
|
|
|
|
|
|
||||||
Proportionate Share of Equity Method Investment Adjusted EBITDA
|
(6,275
|
)
|
|
13,580
|
|
|
3,796
|
|
|||
Cash Interest Paid
|
32,984
|
|
|
16,320
|
|
|
3,734
|
|
|||
Maintenance Capital Expenditures
|
24,570
|
|
|
20,439
|
|
|
12,840
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
213,442
|
|
|
$
|
182,024
|
|
|
$
|
136,156
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash, Cash Equivalents, and Restricted Cash (1)
|
$
|
12,726
|
|
|
$
|
15,712
|
|
|
$
|
57,595
|
|
Amount Available to be Borrowed Under Our Revolving Credit Facility (2)
|
555,000
|
|
|
740,000
|
|
|
265,000
|
|
|||
Available Liquidity
|
$
|
567,726
|
|
|
$
|
755,712
|
|
|
$
|
322,595
|
|
(1)
|
See Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies and Basis of Presentation.
|
(2)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Total Cash Provided By (Used in)
|
|
|
|
|
|
||||||
Operating Activities
|
$
|
385,143
|
|
|
$
|
273,687
|
|
|
$
|
196,362
|
|
Investing Activities
|
(872,593
|
)
|
|
(1,268,488
|
)
|
|
(381,745
|
)
|
|||
Financing Activities
|
484,464
|
|
|
952,918
|
|
|
185,535
|
|
|||
(Decrease) Increase in Cash and Cash Equivalents
|
$
|
(2,986
|
)
|
|
$
|
(41,883
|
)
|
|
$
|
152
|
|
Obligation
|
Note Reference (1)
|
|
2020
|
|
2021 and 2022
|
|
2023 and 2024
|
|
2025 and Beyond
|
|
Total
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-Term Debt (2)
|
|
$
|
—
|
|
|
$
|
900,000
|
|
|
$
|
595,000
|
|
|
$
|
—
|
|
|
$
|
1,495,000
|
|
|
Long-Term Debt Interest Payments and Revolving Credit Facility Commitment Fee (3)
|
|
45,221
|
|
|
66,253
|
|
|
3,677
|
|
|
—
|
|
|
115,151
|
|
||||||
Asset Retirement Obligations (4)
|
|
—
|
|
|
—
|
|
|
8,461
|
|
|
29,381
|
|
|
37,842
|
|
||||||
Omnibus Fee (5)
|
|
6,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,850
|
|
||||||
Finance Lease Obligations (6)
|
|
—
|
|
|
2,005
|
|
|
—
|
|
|
—
|
|
|
2,005
|
|
||||||
Operating Lease Obligations (7)
|
|
2,528
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|
2,788
|
|
||||||
Purchase Obligations (8)
|
|
4,947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,947
|
|
||||||
Transportation Fees (9)
|
|
17,961
|
|
|
67,296
|
|
|
70,552
|
|
|
60,809
|
|
|
216,618
|
|
||||||
Surface Lease Obligations (10)
|
|
215
|
|
|
391
|
|
|
350
|
|
|
3,857
|
|
|
4,813
|
|
||||||
Total Contractual Obligations
|
|
|
$
|
77,722
|
|
|
$
|
1,036,205
|
|
|
$
|
678,040
|
|
|
$
|
94,047
|
|
|
$
|
1,886,014
|
|
(1)
|
(2)
|
Long-term debt includes our revolving credit facility and term loan credit facility balances based on the maturity dates of the facilities.
|
(3)
|
Interest payments are based on the outstanding balance, scheduled maturity and interest rate in effect at December 31, 2019. The commitment fee is associated with the unused portion of the revolving credit facility and is based on the unused capacity as of December 31, 2019, $555 million, for all periods presented and assumes no borrowing capacity increases.
|
(4)
|
Asset retirement obligations are discounted.
|
(5)
|
Annual general and administrative fee we pay to Noble for certain administrative and operational support services being provided to us. The cap on the initial rate expired in September 2019 and we have commenced the annual redetermination process.
|
(6)
|
Annual capital lease payments exclude regular maintenance and operational costs.
|
(7)
|
Operating lease obligations represent non-cancelable leases for equipment used in our daily operations. Amounts have not been discounted.
|
(8)
|
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.
|
(9)
|
Our transportation fees include fixed fees for the transportation of crude oil. We have entered into long-term agreements with unaffiliated third parties to satisfy a substantial portion of our transportation commitment.
|
(10)
|
Surface lease obligations represent annual payments to landowners.
|
•
|
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)
|
2019
|
|
2018
|
|
2017
|
||||||
Gathering System Expenditures (1)
|
$
|
257,066
|
|
|
$
|
738,427
|
|
|
$
|
393,184
|
|
Fresh Water Delivery System Expenditures
|
7,330
|
|
|
23,018
|
|
|
16,469
|
|
|||
Other
|
1,068
|
|
|
555
|
|
|
—
|
|
|||
Total Capital Expenditures
|
$
|
265,464
|
|
|
$
|
762,000
|
|
|
$
|
409,653
|
|
|
|
|
|
|
|
||||||
Additions to Investments
|
$
|
611,325
|
|
|
$
|
426
|
|
|
$
|
68,504
|
|
(1)
|
Gathering system expenditures include only the portion of the purchase price for the Black Diamond Acquisition allocated to Property, Plant and Equipment totaling $205.8 million.
|
Consolidated Financial Statements of Noble Midstream Partners LP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noble Midstream Partners LP
|
|
|
/s/ KPMG LLP
|
|
|
|
|
|
|
|
We have served as the Partnership’s auditor since 2015.
|
||||
|
|
|
|
|
Houston, Texas
|
|
|
|
|
February 12, 2020
|
|
|
|
|
|
|
/s/ KPMG LLP
|
|
|
Houston, Texas
|
|
|
|
|
February 12, 2020
|
|
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
12,676
|
|
|
$
|
14,761
|
|
Accounts Receivable — Affiliate
|
42,428
|
|
|
41,812
|
|
||
Accounts Receivable — Third Party
|
44,093
|
|
|
23,459
|
|
||
Other Current Assets
|
8,730
|
|
|
5,875
|
|
||
Total Current Assets
|
107,927
|
|
|
85,907
|
|
||
Property, Plant and Equipment
|
|
|
|
||||
Total Property, Plant and Equipment, Gross
|
2,006,995
|
|
|
1,752,122
|
|
||
Less: Accumulated Depreciation and Amortization
|
(244,038
|
)
|
|
(181,199
|
)
|
||
Total Property, Plant and Equipment, Net
|
1,762,957
|
|
|
1,570,923
|
|
||
Investments
|
660,778
|
|
|
82,317
|
|
||
Intangible Assets, Net
|
277,900
|
|
|
310,202
|
|
||
Goodwill
|
109,734
|
|
|
109,734
|
|
||
Other Noncurrent Assets
|
6,786
|
|
|
33,095
|
|
||
Total Assets
|
$
|
2,926,082
|
|
|
$
|
2,192,178
|
|
LIABILITIES, MEZZANINE EQUITY AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts Payable — Affiliate
|
$
|
8,155
|
|
|
$
|
7,182
|
|
Accounts Payable — Trade
|
107,705
|
|
|
94,265
|
|
||
Other Current Liabilities
|
11,680
|
|
|
13,790
|
|
||
Total Current Liabilities
|
127,540
|
|
|
115,237
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Long-Term Debt
|
1,495,679
|
|
|
559,021
|
|
||
Asset Retirement Obligations
|
37,842
|
|
|
30,533
|
|
||
Other Long-Term Liabilities
|
4,160
|
|
|
832
|
|
||
Total Liabilities
|
1,665,221
|
|
|
705,623
|
|
||
Mezzanine Equity
|
|
|
|
||||
Redeemable Noncontrolling Interest, Net
|
106,005
|
|
|
—
|
|
||
Equity
|
|
|
|
||||
Parent Net Investment
|
—
|
|
|
170,322
|
|
||
Partners’ Equity
|
|
|
|
||||
Limited Partner
|
|
|
|
||||
Common Units (90,136 and 23,759 units outstanding, respectively)
|
813,999
|
|
|
699,866
|
|
||
Subordinated Units (15,903 units outstanding as of December 31, 2018)
|
—
|
|
|
(130,207
|
)
|
||
General Partner
|
—
|
|
|
2,421
|
|
||
Total Partners’ Equity and Parent Net Investment
|
813,999
|
|
|
742,402
|
|
||
Noncontrolling Interests
|
340,857
|
|
|
744,153
|
|
||
Total Equity
|
1,154,856
|
|
|
1,486,555
|
|
||
Total Liabilities, Mezzanine Equity and Equity
|
$
|
2,926,082
|
|
|
$
|
2,192,178
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
|
|
||||
Midstream Services — Affiliate
|
$
|
417,835
|
|
|
$
|
338,747
|
|
|
$
|
271,269
|
|
Midstream Services — Third Party
|
96,194
|
|
|
78,498
|
|
|
18,353
|
|
|||
Crude Oil Sales — Third Party
|
189,772
|
|
|
141,490
|
|
|
—
|
|
|||
Total Revenues
|
703,801
|
|
|
558,735
|
|
|
289,622
|
|
|||
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of Crude Oil Sales
|
181,390
|
|
|
136,368
|
|
|
—
|
|
|||
Direct Operating
|
116,675
|
|
|
95,852
|
|
|
67,832
|
|
|||
Depreciation and Amortization
|
96,981
|
|
|
79,568
|
|
|
22,990
|
|
|||
General and Administrative
|
25,777
|
|
|
25,910
|
|
|
14,792
|
|
|||
Other Operating (Income) Expense
|
(488
|
)
|
|
2,159
|
|
|
—
|
|
|||
Total Operating Expenses
|
420,335
|
|
|
339,857
|
|
|
105,614
|
|
|||
Operating Income
|
283,466
|
|
|
218,878
|
|
|
184,008
|
|
|||
Other Expense (Income)
|
|
|
|
|
|
||||||
Interest Expense, Net of Amount Capitalized
|
16,236
|
|
|
10,447
|
|
|
1,603
|
|
|||
Investment Loss (Income)
|
17,748
|
|
|
(16,289
|
)
|
|
(6,334
|
)
|
|||
Total Other Expense (Income)
|
33,984
|
|
|
(5,842
|
)
|
|
(4,731
|
)
|
|||
Income Before Income Taxes
|
249,482
|
|
|
224,720
|
|
|
188,739
|
|
|||
Tax Provision
|
4,015
|
|
|
8,001
|
|
|
27,972
|
|
|||
Net Income
|
245,467
|
|
|
216,719
|
|
|
160,767
|
|
|||
Less: Net Income Prior to the Drop-Down and Simplification Transaction
|
12,929
|
|
|
27,843
|
|
|
(2,869
|
)
|
|||
Net Income Subsequent to the Drop-Down and Simplification Transaction
|
232,538
|
|
|
188,876
|
|
|
163,636
|
|
|||
Less: Net Income Attributable to Noncontrolling Interests
|
72,542
|
|
|
26,142
|
|
|
23,064
|
|
|||
Net Income Attributable to Noble Midstream Partners LP
|
159,996
|
|
|
162,734
|
|
|
140,572
|
|
|||
Less: Net Income Attributable to Incentive Distribution Rights
|
13,967
|
|
|
5,836
|
|
|
835
|
|
|||
Net Income Attributable to Limited Partners
|
$
|
146,029
|
|
|
$
|
156,898
|
|
|
$
|
139,737
|
|
|
|
|
|
|
|
||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
|
|
|
|
|
|
||||||
Common Units
|
$
|
3.09
|
|
|
$
|
3.96
|
|
|
$
|
4.10
|
|
Subordinated Units
|
$
|
3.86
|
|
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
|
|
|
|
|
||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
|
|
|
|
|
|
||||||
Common Units
|
$
|
3.08
|
|
|
$
|
3.96
|
|
|
$
|
4.10
|
|
Subordinated Units
|
$
|
3.86
|
|
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
|
|
|
|
|
||||||
Weighted Average Limited Partner Units Outstanding — Basic
|
|
|
|
|
|
||||||
Common Units
|
40,083
|
|
|
23,686
|
|
|
18,192
|
|
|||
Subordinated Units
|
5,795
|
|
|
15,903
|
|
|
15,903
|
|
|||
|
|
|
|
|
|
||||||
Weighted Average Limited Partner Units Outstanding — Diluted
|
|
|
|
|
|
||||||
Common Units
|
40,105
|
|
|
23,701
|
|
|
18,204
|
|
|||
Subordinated Units
|
5,795
|
|
|
15,903
|
|
|
15,903
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
245,467
|
|
|
$
|
216,719
|
|
|
$
|
160,767
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
96,981
|
|
|
79,568
|
|
|
22,990
|
|
|||
Asset Impairment
|
(488
|
)
|
|
3,470
|
|
|
—
|
|
|||
Deferred Income Taxes
|
3,848
|
|
|
7,780
|
|
|
27,952
|
|
|||
Loss (Income) from Equity Method Investees
|
22,435
|
|
|
(11,880
|
)
|
|
(1,779
|
)
|
|||
Distributions from Equity Method Investees
|
10,135
|
|
|
9,219
|
|
|
—
|
|
|||
Unit-Based Compensation
|
1,052
|
|
|
1,392
|
|
|
790
|
|
|||
Other Adjustments for Noncash Items Included in Income
|
1,548
|
|
|
739
|
|
|
384
|
|
|||
Changes in Operating Assets and Liabilities, Net of Assets Acquired and Liabilities Assumed
|
|
|
|
|
|
||||||
Increase in Accounts Receivable
|
(24,126
|
)
|
|
(13,863
|
)
|
|
(17,811
|
)
|
|||
Increase (Decrease) in Accounts Payable
|
28,755
|
|
|
(22,101
|
)
|
|
1,580
|
|
|||
Other Operating Assets and Liabilities, Net
|
(464
|
)
|
|
2,644
|
|
|
1,489
|
|
|||
Net Cash Provided by Operating Activities
|
385,143
|
|
|
273,687
|
|
|
196,362
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to Property, Plant and Equipment
|
(262,342
|
)
|
|
(619,517
|
)
|
|
(314,214
|
)
|
|||
Black Diamond Acquisition, Net of Cash Acquired
|
—
|
|
|
(649,868
|
)
|
|
—
|
|
|||
Additions to Investments
|
(611,325
|
)
|
|
(426
|
)
|
|
(68,504
|
)
|
|||
Distributions from Cost Method Investee and Other
|
1,074
|
|
|
1,323
|
|
|
973
|
|
|||
Net Cash Used in Investing Activities
|
(872,593
|
)
|
|
(1,268,488
|
)
|
|
(381,745
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Distributions to Noncontrolling Interests and Parent
|
(57,071
|
)
|
|
(38,056
|
)
|
|
(46,066
|
)
|
|||
Contributions from Noncontrolling Interests
|
55,481
|
|
|
605,864
|
|
|
140,471
|
|
|||
Borrowings Under Revolving Credit Facility
|
1,290,000
|
|
|
777,000
|
|
|
325,000
|
|
|||
Repayment of Revolving Credit Facility
|
(755,000
|
)
|
|
(802,000
|
)
|
|
(240,000
|
)
|
|||
Proceeds from Term Loan Credit Facilities
|
400,000
|
|
|
500,000
|
|
|
—
|
|
|||
Proceeds from Preferred Equity, Net of Issuance Costs
|
97,198
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Equity Offerings, Net of Issuance Costs
|
242,770
|
|
|
—
|
|
|
312,579
|
|
|||
Distribution to Noble for Common Control Transactions
|
(670,000
|
)
|
|
—
|
|
|
(245,000
|
)
|
|||
Distributions to Unitholders
|
(115,935
|
)
|
|
(86,841
|
)
|
|
(59,917
|
)
|
|||
Debt Issuance Costs and Other
|
(2,979
|
)
|
|
(3,049
|
)
|
|
(1,532
|
)
|
|||
Net Cash Provided by Financing Activities
|
484,464
|
|
|
952,918
|
|
|
185,535
|
|
|||
(Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash
|
(2,986
|
)
|
|
(41,883
|
)
|
|
152
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period (1)
|
15,712
|
|
|
57,595
|
|
|
57,443
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at End of Period (1)
|
$
|
12,726
|
|
|
$
|
15,712
|
|
|
$
|
57,595
|
|
(1)
|
See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for our reconciliation of total cash.
|
|
|
|
Partners’ Equity
|
|
|
||||||||||||||
|
Parent Net Investment
|
|
Common Units
|
Subordinated Units
|
General Partner
|
Noncontrolling Interests
|
Total
|
||||||||||||
December 31, 2016
|
$
|
144,157
|
|
|
$
|
308,338
|
|
$
|
(36,799
|
)
|
$
|
—
|
|
$
|
71,366
|
|
$
|
487,062
|
|
Net Income
|
(2,869
|
)
|
|
75,076
|
|
64,661
|
|
835
|
|
23,064
|
|
160,767
|
|
||||||
Contributions from Noncontrolling Interests and Parent
|
58,678
|
|
|
—
|
|
—
|
|
—
|
|
123,381
|
|
182,059
|
|
||||||
Distributions to Noncontrolling Interests and Parent
|
(29,537
|
)
|
|
—
|
|
—
|
|
—
|
|
(21,737
|
)
|
(51,274
|
)
|
||||||
Distributions to Unitholders
|
—
|
|
|
(31,672
|
)
|
(27,930
|
)
|
(315
|
)
|
—
|
|
(59,917
|
)
|
||||||
Net Proceeds from Offerings
|
—
|
|
|
312,172
|
|
—
|
|
—
|
|
—
|
|
312,172
|
|
||||||
Distribution to Noble for Contributed Assets (1)
|
—
|
|
|
(28,459
|
)
|
(216,541
|
)
|
—
|
|
—
|
|
(245,000
|
)
|
||||||
Contributed Assets Transfer from Noble
|
—
|
|
|
6,371
|
|
48,473
|
|
—
|
|
(54,844
|
)
|
—
|
|
||||||
Unit-Based Compensation and Other
|
—
|
|
|
790
|
|
—
|
|
—
|
|
—
|
|
790
|
|
||||||
December 31, 2017
|
$
|
170,429
|
|
|
$
|
642,616
|
|
$
|
(168,136
|
)
|
$
|
520
|
|
$
|
141,230
|
|
$
|
786,659
|
|
Net Income
|
27,843
|
|
|
93,875
|
|
63,023
|
|
5,836
|
|
26,142
|
|
216,719
|
|
||||||
Contributions from Noncontrolling Interests and Parent
|
849
|
|
|
—
|
|
—
|
|
—
|
|
605,864
|
|
606,713
|
|
||||||
Distributions to Noncontrolling Interests and Parent
|
(28,799
|
)
|
|
—
|
|
—
|
|
—
|
|
(9,257
|
)
|
(38,056
|
)
|
||||||
Distributions to Unitholders
|
—
|
|
|
(49,610
|
)
|
(33,296
|
)
|
(3,935
|
)
|
—
|
|
(86,841
|
)
|
||||||
Black Diamond Equity Ownership Promote Vesting (2)
|
—
|
|
|
11,624
|
|
8,202
|
|
—
|
|
(19,826
|
)
|
—
|
|
||||||
Unit-Based Compensation
|
—
|
|
|
1,361
|
|
—
|
|
—
|
|
—
|
|
1,361
|
|
||||||
December 31, 2018
|
$
|
170,322
|
|
|
$
|
699,866
|
|
$
|
(130,207
|
)
|
$
|
2,421
|
|
$
|
744,153
|
|
$
|
1,486,555
|
|
Net Income
|
12,929
|
|
|
123,662
|
|
22,367
|
|
13,967
|
|
72,542
|
|
245,467
|
|
||||||
Contributions from Noncontrolling Interests and Parent
|
—
|
|
|
—
|
|
—
|
|
—
|
|
55,481
|
|
55,481
|
|
||||||
Distributions to Noncontrolling Interests and Parent (3)
|
(54,889
|
)
|
|
—
|
|
—
|
|
—
|
|
(26,103
|
)
|
(80,992
|
)
|
||||||
Distributions to Unitholders
|
—
|
|
|
(80,480
|
)
|
(19,067
|
)
|
(16,388
|
)
|
—
|
|
(115,935
|
)
|
||||||
Black Diamond Equity Ownership Promote Vesting (2)
|
—
|
|
|
17,645
|
|
2,746
|
|
—
|
|
(20,391
|
)
|
—
|
|
||||||
Conversion of Subordinated Units to Common Units (4)
|
—
|
|
|
(124,161
|
)
|
124,161
|
|
—
|
|
—
|
|
—
|
|
||||||
Preferred Equity Accretion
|
—
|
|
|
(9,440
|
)
|
—
|
|
—
|
|
—
|
|
(9,440
|
)
|
||||||
Net Proceeds from Offerings
|
—
|
|
|
242,770
|
|
—
|
|
—
|
|
—
|
|
242,770
|
|
||||||
Distribution to Noble for Drop-Down and Simplification Transaction (1)
|
—
|
|
|
(670,000
|
)
|
—
|
|
—
|
|
—
|
|
(670,000
|
)
|
||||||
Asset Transfers for Drop-Down and Simplification Transaction
|
(128,362
|
)
|
|
613,187
|
|
—
|
|
—
|
|
(484,825
|
)
|
—
|
|
||||||
Unit-Based Compensation and Other
|
—
|
|
|
950
|
|
—
|
|
—
|
|
—
|
|
950
|
|
||||||
December 31, 2019
|
$
|
—
|
|
|
$
|
813,999
|
|
$
|
—
|
|
$
|
—
|
|
$
|
340,857
|
|
$
|
1,154,856
|
|
(1)
|
(2)
|
See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for further discussion of the Black Diamond equity ownership promote vesting.
|
(3)
|
Includes the elimination of a deferred tax asset and current tax liability associated with the Drop-Down and Simplification Transaction. See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for further discussion.
|
(4)
|
See Note 12. Partnership Distributions for further discussion on the conversion of Subordinated Units.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Company
|
Areas Served
|
NBLX Dedicated Service
|
NBLX Ownership
|
Noncontrolling Interest(1)
|
Colorado River LLC (2)
|
Wells Ranch IDP (DJ Basin)
East Pony IDP (DJ Basin)
All Noble DJ Basin Acreage
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
Crude Oil Gathering
Crude Oil Treating
|
100%
|
N/A
|
San Juan River LLC (2)
|
East Pony IDP (DJ Basin)
|
Water Services
|
100%
|
N/A
|
Green River DevCo LLC (2)
|
Mustang IDP (DJ Basin)
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
100%
|
N/A
|
Laramie River LLC (2)
|
Greeley Crescent IDP (DJ Basin)
|
Crude Oil Gathering
Water Services
|
100%
|
N/A
|
Black Diamond Dedication Area (DJ Basin)
|
Crude Oil Gathering
Crude Oil Sales
Natural Gas Gathering
|
54.4%
|
45.6%
|
|
Blanco River LLC (2)
|
Delaware Basin
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
100%
|
N/A
|
Gunnison River DevCo LP
|
Bronco IDP (DJ Basin) (3)
|
Crude Oil Gathering
Water Services
|
5%
|
95%
|
Trinity River DevCo LLC (4)
|
Delaware Basin
|
Natural Gas Compression
Crude Oil Transmission
|
100%
|
N/A
|
Dos Rios DevCo LLC (5)
|
Delaware Basin
|
Crude Oil Transmission
Y-Grade Transmission
|
100%
|
N/A
|
Noble Midstream Holdings LLC
|
East Pony IDP (DJ Basin)
|
Natural Gas Gathering
Natural Gas Processing
|
100%
|
N/A
|
Delaware Basin
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
100%
|
N/A
|
(1)
|
The noncontrolling interest represents Noble’s retained ownership interest in the Gunnison River DevCo LP. The noncontrolling interest in Black Diamond represents Greenfield Member’s interest in Black Diamond.
|
(2)
|
On December 31, 2019, the general partner and limited partnership of each of the companies were merged into a limited liability company (“LLC”).
|
(3)
|
The Bronco IDP is a future development area. We currently have no midstream infrastructure assets in the Bronco IDP.
|
(4)
|
Our interest in Advantage Pipeline L.L.C. (“Advantage”) is owned through Trinity River DevCo LLC.
|
(5)
|
Our ownership interests in Delaware Crossing, EPIC Y-Grade and EPIC Crude are owned through wholly-owned subsidiaries of Dos Rios DevCo LLC.
|
•
|
crude oil gathering systems;
|
•
|
natural gas gathering and processing systems and compression units;
|
•
|
crude oil treating facilities;
|
•
|
produced water collection, gathering, and cleaning systems;
|
•
|
fresh water storage and delivery systems; and
|
•
|
investments in midstream entities that provide transportation services.
|
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
|
|
•
|
Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3 measurements are fair value measurements which use unobservable inputs.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
$
|
14,761
|
|
|
$
|
20,090
|
|
|
$
|
57,443
|
|
Restricted Cash at Beginning of Period (1) (2)
|
951
|
|
|
37,505
|
|
|
—
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
|
$
|
15,712
|
|
|
$
|
57,595
|
|
|
$
|
57,443
|
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
12,676
|
|
|
$
|
14,761
|
|
|
$
|
20,090
|
|
Restricted Cash at End of Period (1) (2)
|
50
|
|
|
951
|
|
|
37,505
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at End of Period
|
$
|
12,726
|
|
|
$
|
15,712
|
|
|
$
|
57,595
|
|
(1)
|
Restricted cash represents the amount held in escrow at December 31, 2017 for the Black Diamond Acquisition.
|
(2)
|
Restricted cash represents the amount held as collateral at December 31, 2018 for certain of our letters of credit.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
•
|
transition ‘practical expedients’, permitting us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs;
|
•
|
the practical expedient pertaining to land easements, allowing us to account for existing land easements under previous accounting policy; and
|
•
|
the practical expedient to not separate lease and non-lease components for the majority of our leases.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Gathering and Processing
|
$
|
337,086
|
|
|
$
|
265,505
|
|
|
$
|
189,732
|
|
Fresh Water Delivery
|
77,566
|
|
|
69,266
|
|
|
75,860
|
|
|||
Other
|
3,183
|
|
|
3,976
|
|
|
5,677
|
|
|||
Total Midstream Services — Affiliate
|
$
|
417,835
|
|
|
$
|
338,747
|
|
|
$
|
271,269
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
General and Administrative Expense — Affiliate
|
$
|
8,523
|
|
|
$
|
8,846
|
|
|
$
|
8,677
|
|
General and Administrative Expense — Third Party
|
17,254
|
|
|
17,064
|
|
|
6,115
|
|
|||
Total General and Administrative Expense
|
$
|
25,777
|
|
|
$
|
25,910
|
|
|
$
|
14,792
|
|
•
|
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 contracted unit of measure 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
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
•
|
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.
|
•
|
Natural Gas Processing Agreement - Under the natural gas processing agreement, we receive a volumetric fee per MMBtu for the natural gas processing services we provide.
|
•
|
Natural Gas Compression Agreement - Under the applicable natural gas compression agreement, we receive a volumetric fee per thousand cubic feet (“Mcf”) for the natural gas compression services we provide.
|
•
|
our payment of an annual general and administrative fee, initially in the amount of $6.9 million for the provision of certain services by Noble and its affiliates, which fee could not be increased until after the third anniversary of our initial public offering (“IPO”) with annual redetermination thereafter. The cap on the initial rate expired in September 2019 and we have commenced the annual redetermination process;
|
•
|
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 interest in Gunnison River DevCo LP; 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 IPO 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)
|
Redeemable Noncontrolling Interest
|
||
December 31, 2018
|
$
|
—
|
|
Preferred Equity Issuance
|
100,000
|
|
|
Issuance Costs
|
(3,435
|
)
|
|
Preferred Equity Accretion (1)
|
9,440
|
|
|
December 31, 2019
|
$
|
106,005
|
|
(1)
|
Includes approximately $5.0 million related to dividends that were paid-in-kind. The dividend for each quarter in 2019 was paid-in-kind.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(1)
|
(2)
|
Based upon the purchase price allocation, we have recognized $109.7 million of goodwill, all of which is assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per unit amounts)
|
2019 (1)
|
|
2018
|
|
2017
|
||||||
Revenues
|
$
|
703,801
|
|
|
$
|
569,247
|
|
|
$
|
405,500
|
|
Net Income
|
245,467
|
|
|
214,234
|
|
|
136,071
|
|
|||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
159,996
|
|
|
$
|
161,068
|
|
|
$
|
123,375
|
|
|
|
|
|
|
|
||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
|
|
|
|
|
|
||||||
Common Units
|
$
|
3.09
|
|
|
$
|
3.92
|
|
|
$
|
3.59
|
|
Subordinated Units
|
$
|
3.86
|
|
|
$
|
3.92
|
|
|
$
|
3.59
|
|
|
|
|
|
|
|
||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
|
|
|
|
|
|
||||||
Common Units
|
$
|
3.08
|
|
|
$
|
3.92
|
|
|
$
|
3.59
|
|
Subordinated Units
|
$
|
3.86
|
|
|
$
|
3.92
|
|
|
$
|
3.59
|
|
(1)
|
No pro forma adjustments were made for the period as Black Diamond operations are included in our results for the full period.
|
(in thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Gathering and Processing Systems
|
$
|
1,795,957
|
|
|
$
|
1,470,953
|
|
Fresh Water Delivery Systems (1)
|
96,004
|
|
|
78,820
|
|
||
Construction-in-Progress (2)
|
115,034
|
|
|
202,349
|
|
||
Total Property, Plant and Equipment, at Cost
|
2,006,995
|
|
|
1,752,122
|
|
||
Accumulated Depreciation and Amortization
|
(244,038
|
)
|
|
(181,199
|
)
|
||
Property, Plant and Equipment, Net
|
$
|
1,762,957
|
|
|
$
|
1,570,923
|
|
(1)
|
Fresh water delivery system assets at December 31, 2019 and December 31, 2018 include $5 million related to a leased pond accounted for as a capital lease. See Note 15. Commitments and Contingencies.
|
(2)
|
Construction-in-progress at December 31, 2019 primarily includes $98.4 million in gathering system projects, $0.3 million in fresh water delivery system projects and $15.4 million in equipment for use in future projects. Construction-in-progress at December 31, 2018 primarily includes $147.4 million in gathering system projects, $21.6 million in fresh water delivery and $32.8 million in equipment for use in future projects.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
•
|
3.33% interest in White Cliffs;
|
•
|
50% interest in Advantage;
|
•
|
50% interest in Delaware Crossing;
|
•
|
15% interest in EPIC Y-Grade; and
|
•
|
30% interest in EPIC Crude.
|
(in thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||
White Cliffs
|
$
|
10,268
|
|
|
$
|
9,373
|
|
Advantage
|
76,834
|
|
|
72,944
|
|
||
Delaware Crossing
|
68,707
|
|
|
—
|
|
||
EPIC Y-Grade
|
165,853
|
|
|
—
|
|
||
EPIC Crude
|
339,116
|
|
|
—
|
|
||
Total Investments (1)
|
$
|
660,778
|
|
|
$
|
82,317
|
|
(1)
|
We have capitalized $27.9 million in expenses that are included in the basis of the investments. The capitalized items include acquisition related expense and capitalized interest. As of December 31, 2019, $27.7 million remains unamortized.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
White Cliffs
|
$
|
(3,107
|
)
|
|
$
|
(3,687
|
)
|
|
$
|
(4,088
|
)
|
Advantage
|
(8,159
|
)
|
|
(11,880
|
)
|
|
(1,779
|
)
|
|||
Delaware Crossing
|
3,061
|
|
|
—
|
|
|
—
|
|
|||
EPIC Y-Grade
|
8,381
|
|
|
—
|
|
|
—
|
|
|||
EPIC Crude
|
19,152
|
|
|
—
|
|
|
—
|
|
|||
Other (1)
|
(1,580
|
)
|
|
(722
|
)
|
|
(467
|
)
|
|||
Total Investment Loss (Income)
|
$
|
17,748
|
|
|
$
|
(16,289
|
)
|
|
$
|
(6,334
|
)
|
(1)
|
Represents our fee for serving as the operator of Advantage and Delaware Crossing.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Current Assets
|
$
|
304,057
|
|
|
$
|
10,451
|
|
Noncurrent Assets
|
4,296,648
|
|
|
138,221
|
|
||
Current Liabilities
|
443,573
|
|
|
5,667
|
|
||
Noncurrent Liabilities
|
$
|
1,868,138
|
|
|
$
|
288
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Revenues
|
$
|
481,466
|
|
|
$
|
35,153
|
|
|
$
|
11,034
|
|
Operating Expenses
|
575,306
|
|
|
11,148
|
|
|
7,358
|
|
|||
Operating (Loss) Income
|
(93,840
|
)
|
|
24,005
|
|
|
3,676
|
|
|||
Other Expense (Income)
|
41,616
|
|
|
(37
|
)
|
|
—
|
|
|||
(Loss) Income Before Income Taxes
|
(135,456
|
)
|
|
24,042
|
|
|
3,676
|
|
|||
Tax Expense
|
118
|
|
|
171
|
|
|
35
|
|
|||
Net (Loss) Income
|
$
|
(135,574
|
)
|
|
$
|
23,871
|
|
|
$
|
3,641
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
(in thousands)
|
Gross
|
Accumulated Amortization (1)
|
Net
|
|
Gross
|
Accumulated Amortization (1)
|
Net
|
||||||||||||
Customer Contracts and Relationships
|
$
|
339,760
|
|
$
|
61,860
|
|
$
|
277,900
|
|
|
$
|
339,760
|
|
$
|
29,558
|
|
$
|
310,202
|
|
(1)
|
For the years ended December 31, 2019 and 2018, amortization expense related to intangible assets totaled $32.3 million and $29.6 million, respectively.
|
(in thousands)
|
December 31, 2019
|
||
2020
|
$
|
32,390
|
|
2021
|
32,301
|
|
|
2022
|
32,301
|
|
|
2023
|
32,301
|
|
|
2024
|
32,390
|
|
|
Thereafter
|
116,217
|
|
|
Total
|
$
|
277,900
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
(in thousands, except percentages)
|
Debt
|
|
Interest Rate
|
|
Debt
|
|
Interest Rate
|
||||||
Revolving Credit Facility, due March 9, 2023
|
$
|
595,000
|
|
|
3.11
|
%
|
|
$
|
60,000
|
|
|
3.67
|
%
|
2018 Term Loan Credit Facility, due July 31, 2021
|
500,000
|
|
|
2.85
|
%
|
|
500,000
|
|
|
3.42
|
%
|
||
2019 Term Loan Credit Facility, due August 23, 2022
|
400,000
|
|
|
2.74
|
%
|
|
—
|
|
|
—
|
%
|
||
Finance Lease Obligation (1)
|
2,005
|
|
|
—
|
%
|
|
3,231
|
|
|
—
|
%
|
||
Total
|
1,497,005
|
|
|
|
|
563,231
|
|
|
|
||||
Term Loan Credit Facilities Unamortized Debt Issuance Costs
|
(1,326
|
)
|
|
|
|
(979
|
)
|
|
|
||||
Total Debt
|
1,495,679
|
|
|
|
|
562,252
|
|
|
|
||||
Finance Lease Obligation Due Within One Year (1)
|
—
|
|
|
|
|
(3,231
|
)
|
|
|
||||
Long-Term Debt
|
$
|
1,495,679
|
|
|
|
|
$
|
559,021
|
|
|
|
(1)
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Asset Retirement Obligations, Beginning Balance
|
$
|
30,533
|
|
|
$
|
23,022
|
|
Liabilities Incurred
|
1,912
|
|
|
5,590
|
|
||
Liabilities Settled
|
(131
|
)
|
|
(44
|
)
|
||
Revision of Estimate
|
3,686
|
|
|
646
|
|
||
Accretion Expense (1)
|
1,842
|
|
|
1,319
|
|
||
Asset Retirement Obligations, Ending Balance
|
$
|
37,842
|
|
|
$
|
30,533
|
|
(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
|
|
Fresh Water Delivery
|
|
Investments in Midstream Entities
|
|
Corporate (1)
|
|
Consolidated
|
||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Midstream Services — Affiliate
|
|
$
|
340,269
|
|
|
$
|
77,566
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
417,835
|
|
Midstream Services — Third Party
|
|
83,603
|
|
|
12,591
|
|
|
—
|
|
|
—
|
|
|
96,194
|
|
|||||
Crude Oil Sales — Third Party
|
|
189,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189,772
|
|
|||||
Total Revenues
|
|
613,644
|
|
|
90,157
|
|
|
—
|
|
|
—
|
|
|
703,801
|
|
|||||
Cost of Crude Oil Sales
|
|
181,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181,390
|
|
|||||
Direct Operating Expense
|
|
95,743
|
|
|
18,650
|
|
|
—
|
|
|
2,282
|
|
|
116,675
|
|
|||||
Depreciation and Amortization
|
|
94,455
|
|
|
2,526
|
|
|
—
|
|
|
—
|
|
|
96,981
|
|
|||||
Income (Loss) Before Income Taxes
|
|
242,545
|
|
|
68,980
|
|
|
(17,748
|
)
|
|
(44,295
|
)
|
|
249,482
|
|
|||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Midstream Services — Affiliate
|
|
$
|
269,481
|
|
|
$
|
69,266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
338,747
|
|
Midstream Services — Third Party
|
|
59,153
|
|
|
19,345
|
|
|
—
|
|
|
—
|
|
|
78,498
|
|
|||||
Crude Oil Sales — Third Party
|
|
141,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141,490
|
|
|||||
Total Revenues
|
|
470,124
|
|
|
88,611
|
|
|
—
|
|
|
—
|
|
|
558,735
|
|
|||||
Cost of Crude Oil Sales
|
|
136,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,368
|
|
|||||
Direct Operating Expense
|
|
79,848
|
|
|
14,269
|
|
|
—
|
|
|
1,735
|
|
|
95,852
|
|
|||||
Depreciation and Amortization
|
|
77,309
|
|
|
2,259
|
|
|
—
|
|
|
—
|
|
|
79,568
|
|
|||||
Income (Loss) Before Income Taxes
|
|
172,826
|
|
|
72,083
|
|
|
16,289
|
|
|
(36,478
|
)
|
|
224,720
|
|
|||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Midstream Services — Affiliate
|
|
$
|
195,409
|
|
|
$
|
75,860
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
271,269
|
|
Midstream Services — Third Party
|
|
7,444
|
|
|
10,909
|
|
|
—
|
|
|
—
|
|
|
18,353
|
|
|||||
Total Midstream Services Revenues
|
|
202,853
|
|
|
86,769
|
|
|
—
|
|
|
—
|
|
|
289,622
|
|
|||||
Direct Operating Expense
|
|
50,963
|
|
|
16,011
|
|
|
—
|
|
|
858
|
|
|
67,832
|
|
|||||
Depreciation and Amortization
|
|
20,724
|
|
|
2,266
|
|
|
—
|
|
|
—
|
|
|
22,990
|
|
|||||
Income (Loss) Before Income Taxes
|
|
129,770
|
|
|
68,492
|
|
|
6,344
|
|
|
(15,867
|
)
|
|
188,739
|
|
|||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible Assets, Net
|
|
$
|
277,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
277,900
|
|
Goodwill
|
|
109,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,734
|
|
|||||
Total Assets
|
|
2,160,026
|
|
|
91,840
|
|
|
660,778
|
|
|
13,438
|
|
|
2,926,082
|
|
|||||
Additions to Long-Lived Assets
|
|
257,066
|
|
|
7,330
|
|
|
611,325
|
|
|
1,068
|
|
|
876,789
|
|
|||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible Assets, Net
|
|
$
|
310,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
310,202
|
|
Goodwill
|
|
109,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,734
|
|
|||||
Total Assets
|
|
1,998,361
|
|
|
96,280
|
|
|
82,317
|
|
|
15,220
|
|
|
2,192,178
|
|
|||||
Additions to Long-Lived Assets
|
|
738,427
|
|
|
23,018
|
|
|
426
|
|
|
555
|
|
|
762,426
|
|
(1)
|
The Corporate segment includes all general Partnership activity not attributable to our operating subsidiaries.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Number of Units
|
|
Weighted Average Award Date Fair Value
|
|||
Awarded and Unvested Units at December 31, 2018
|
71,419
|
|
|
$
|
51.92
|
|
Awarded
|
132,773
|
|
|
31.88
|
|
|
Vested
|
(16,446
|
)
|
|
53.45
|
|
|
Forfeited
|
(84,391
|
)
|
|
39.54
|
|
|
Awarded and Unvested Units at December 31, 2019
|
103,355
|
|
|
$
|
36.04
|
|
(1)
|
Distributions to common unitholders does not include distribution equivalent rights on units that vested under the LTIP.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(2)
|
See Conversion of Subordinated Units, below.
|
(3)
|
(4)
|
The distribution for the fourth quarter 2016 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 IPO on September 20, 2016 and ending on September 30, 2016.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
159,996
|
|
|
$
|
162,734
|
|
|
$
|
140,572
|
|
Less: Net Income Attributable to Incentive Distribution Rights
|
13,967
|
|
|
5,836
|
|
|
835
|
|
|||
Net Income Attributable to Limited Partners
|
$
|
146,029
|
|
|
$
|
156,898
|
|
|
$
|
139,737
|
|
|
|
|
|
|
|
||||||
Net Income Allocable to Common Units
|
$
|
123,662
|
|
|
$
|
93,875
|
|
|
$
|
75,076
|
|
Net Income Allocable to Subordinated Units
|
22,367
|
|
|
63,023
|
|
|
64,661
|
|
|||
Net Income Attributable to Limited Partners
|
$
|
146,029
|
|
|
$
|
156,898
|
|
|
$
|
139,737
|
|
|
|
|
|
|
|
||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
|
|
|
|
|
|
||||||
Common Units
|
$
|
3.09
|
|
|
$
|
3.96
|
|
|
$
|
4.10
|
|
Subordinated Units
|
$
|
3.86
|
|
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
|
|
|
|
|
||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
|
|
|
|
|
|
||||||
Common Units
|
$
|
3.08
|
|
|
$
|
3.96
|
|
|
$
|
4.10
|
|
Subordinated Units
|
$
|
3.86
|
|
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
|
|
|
|
|
||||||
Weighted Average Limited Partner Units Outstanding — Basic
|
|
|
|
|
|
||||||
Common Units
|
40,083
|
|
|
23,686
|
|
|
18,192
|
|
|||
Subordinated Units
|
5,795
|
|
|
15,903
|
|
|
15,903
|
|
|||
|
|
|
|
|
|
||||||
Weighted Average Limited Partner Units Outstanding — Diluted
|
|
|
|
|
|
||||||
Common Units
|
40,105
|
|
|
23,701
|
|
|
18,204
|
|
|||
Subordinated Units
|
5,795
|
|
|
15,903
|
|
|
15,903
|
|
|||
|
|
|
|
|
|
||||||
Antidilutive Restricted Units
|
54
|
|
|
24
|
|
|
4
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
Balance Sheet Location
|
December 31, 2019
|
||
Assets
|
|
|
||
Operating (1)
|
Other Noncurrent Assets
|
$
|
2,743
|
|
Finance (2)
|
Total Property, Plant and Equipment, Net
|
3,869
|
|
|
Total ROU Assets
|
|
$
|
6,612
|
|
Liabilities
|
|
|
||
Current
|
|
|
||
Operating
|
Other Current Liabilities
|
$
|
2,471
|
|
Finance
|
Other Current Liabilities
|
—
|
|
|
Noncurrent
|
|
|
||
Operating
|
Other Noncurrent Liabilities
|
259
|
|
|
Finance (3)
|
Long-Term Debt
|
2,005
|
|
|
Total Lease Liabilities
|
|
$
|
4,735
|
|
(1)
|
All of our operating leases mature between 2020 through 2021. Future operating lease payments of $2.5 million are due in 2020 and $0.3 million are due in 2021.
|
(2)
|
Finance lease assets are recorded net of accumulated amortization of $1.1 million as of December 31, 2019.
|
(3)
|
Our finance lease matures during 2021.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
Omnibus
Fee (1)
|
Future Minimum Finance Lease Payments
|
Future Minimum Operating Lease Payments
|
Purchase Obligations (2)
|
Transportation Fees (3)
|
Surface Lease Obligations
|
Total
|
||||||||||||||
2020
|
$
|
6,850
|
|
$
|
—
|
|
$
|
2,528
|
|
$
|
4,947
|
|
$
|
17,961
|
|
$
|
215
|
|
$
|
32,501
|
|
2021
|
—
|
|
2,005
|
|
260
|
|
—
|
|
33,101
|
|
216
|
|
35,582
|
|
|||||||
2022
|
—
|
|
—
|
|
—
|
|
—
|
|
34,195
|
|
175
|
|
34,370
|
|
|||||||
2023
|
—
|
|
—
|
|
—
|
|
—
|
|
34,879
|
|
175
|
|
35,054
|
|
|||||||
2024
|
—
|
|
—
|
|
—
|
|
—
|
|
35,673
|
|
175
|
|
35,848
|
|
|||||||
2025 and Beyond
|
—
|
|
—
|
|
—
|
|
—
|
|
60,809
|
|
3,857
|
|
64,666
|
|
|||||||
Total
|
$
|
6,850
|
|
$
|
2,005
|
|
$
|
2,788
|
|
$
|
4,947
|
|
$
|
216,618
|
|
$
|
4,813
|
|
$
|
238,021
|
|
(1)
|
Annual general and administrative fee we pay to Noble for certain administrative and operational support services being provided to us. The initial annual fee can be redetermined during 2020 and may be redetermined annually thereafter. As such, the amount included in the table above represents the annual fee as of December 31, 2019.
|
(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.
|
(3)
|
We have entered into long-term agreements with unaffiliated third parties to satisfy a substantial portion of our transportation commitment.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
$
|
541
|
|
|
$
|
1,323
|
|
|
$
|
1,221
|
|
Deferred
|
3,474
|
|
|
6,678
|
|
|
26,751
|
|
|||
Tax Provision (1)
|
$
|
4,015
|
|
|
$
|
8,001
|
|
|
$
|
27,972
|
|
Effective Tax Rate
|
1.6
|
%
|
|
3.6
|
%
|
|
14.8
|
%
|
(1)
|
A substantial portion of our tax provision represents federal income taxes associated with the assets contributed in the Drop-Down and Simplification Transaction.
|
(in thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Deferred Tax Asset (1)
|
$
|
—
|
|
|
$
|
29,201
|
|
Deferred Tax Liability (2)
|
229
|
|
|
—
|
|
(1)
|
Our deferred tax asset is recorded within other noncurrent assets in our consolidated balance sheets. See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for a discussion of the elimination of our deferred tax asset and liability prior to the Drop-Down and Simplification Transaction.
|
(2)
|
Our deferred tax liability is recorded within other noncurrent liabilities in our consolidated balance sheets.
|
Noble Midstream Partners LP
|
|
|
Supplemental Quarterly Financial Information
|
|
|
|
(Unaudited)
|
|
(in thousands except per share amounts)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Total Revenues
|
|
$
|
160,702
|
|
|
$
|
170,660
|
|
|
$
|
181,674
|
|
|
$
|
190,765
|
|
Operating Income
|
|
71,987
|
|
|
60,564
|
|
|
81,271
|
|
|
69,644
|
|
||||
Income Before Income Taxes
|
|
69,100
|
|
|
56,494
|
|
|
71,698
|
|
|
52,190
|
|
||||
Net Income
|
|
67,791
|
|
|
55,763
|
|
|
70,519
|
|
|
51,394
|
|
||||
Net Income Attributable to Limited Partners
|
|
40,052
|
|
|
31,769
|
|
|
34,812
|
|
|
39,396
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
|
|
|
|
|
|
|
|
|
|
|||||||
Common Units
|
|
$
|
1.01
|
|
|
$
|
0.79
|
|
|
$
|
0.88
|
|
|
$
|
0.65
|
|
Subordinated Units
|
|
1.01
|
|
|
0.84
|
|
|
—
|
|
|
—
|
|
||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Total Revenues
|
|
$
|
113,225
|
|
|
$
|
139,435
|
|
|
$
|
154,925
|
|
|
$
|
151,150
|
|
Operating Income
|
|
46,346
|
|
|
51,985
|
|
|
56,779
|
|
|
63,768
|
|
||||
Income Before Income Taxes
|
|
48,181
|
|
|
54,408
|
|
|
57,160
|
|
|
64,971
|
|
||||
Net Income
|
|
46,182
|
|
|
52,097
|
|
|
55,415
|
|
|
63,025
|
|
||||
Net Income Attributable to Limited Partners
|
|
38,542
|
|
|
35,450
|
|
|
43,155
|
|
|
39,751
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
|
|
|
|
|
|
|
|
|
||||||||
Common Units
|
|
$
|
0.97
|
|
|
$
|
0.90
|
|
|
$
|
1.09
|
|
|
$
|
1.00
|
|
Subordinated Units
|
|
0.97
|
|
|
0.90
|
|
|
1.09
|
|
|
1.00
|
|
•
|
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.
|
•
|
Brent J. Smolik, Chief Executive Officer and Chief Operating Officer;
|
•
|
Thomas W. Christensen, Chief Financial Officer and Former Chief Accounting Officer;
|
•
|
Aaron G. Carlson, General Counsel and Secretary;
|
•
|
Phillip S. Welborn, Chief Accounting Officer;
|
•
|
Terry R. Gerhart, Former Chief Executive Officer;
|
•
|
John F. Bookout, IV, Former Chief Financial Officer;
|
•
|
John C. Nicholson, Former Chief Operating Officer; and
|
•
|
Harry R. Beaudry, Former General Counsel and Secretary.
|
Name
|
Base Salary ($)
|
|
Brent J. Smolik
|
187,500
|
|
Thomas W. Christensen
|
250,000
|
|
Aaron G. Carlson
|
160,850
|
|
Phillip S. Welborn
|
190,000
|
|
Terry R. Gerhart
|
249,000
|
|
John F. Bookout, IV
|
253,960
|
|
John C. Nicholson
|
250,970
|
|
Harry R. Beaudry
|
141,625
|
|
•
|
for Mr. Gerhart, a 5% increase from $237,000 to $249,000;
|
•
|
for Mr. Bookout, a 10% increase from $230,000 to $253,960;
|
•
|
for Mr. Nicholson, a 9% increase from $230,000 to $250,970; and
|
•
|
for Mr. Beaudry, a 3% increase from $137,500 to $141,625.
|
Name
|
Target (as a % of Base Salary)
|
|
Brent J. Smolik
|
110
|
%
|
Thomas W. Christensen
|
35
|
%
|
Aaron G. Carlson
|
45
|
%
|
Phillip S. Welborn (1)
|
30
|
%
|
Terry R. Gerhart (2)
|
65
|
%
|
John F. Bookout, IV (2)
|
35
|
%
|
John C. Nicholson (2)
|
35
|
%
|
Harry R. Beaudry (2)
|
35
|
%
|
(1)
|
As Mr. Welborn resigned in June 2019 and was re-hired in October 2019, Mr. Welborn’s 2019 STIP award will be pro-rated for the portion of 2019 following his re-hire.
|
(2)
|
As a result of their resignations in 2019, each of Messrs. Gerhart, Bookout, Nicholson and Beaudry were not eligible to receive a payout under the STIP.
|
Name
|
2019 STIP Payout ($)
|
|
Brent J. Smolik
|
408,375
|
|
Thomas W. Christensen
|
174,150
|
|
Aaron G. Carlson
|
138,905
|
|
Phillip S. Welborn
|
17,243
|
|
Terry R. Gerhart (1)
|
—
|
|
John F. Bookout, IV (1)
|
—
|
|
John C. Nicholson (1)
|
—
|
|
Harry R. Beaudry (1)
|
—
|
|
(1)
|
Messrs. Welborn, Gerhart, Bookout, Nicholson and Beaudry resigned in 2019, and their grants were immediately forfeited and canceled and thus will not vest according to this schedule.
|
(1)
|
Mr. Gerhart resigned in 2019 and his grant of time-based restricted shares was immediately forfeited and canceled in connection with his resignation.
|
(2)
|
The above vesting schedule applies to the grant of time-based restricted shares awarded to Messrs. Smolik, Carlson and Gerhart.
|
(1)
|
Messrs. Welborn, Bookout, Nicholson and Beaudry resigned in 2019 and their grants of time-based restricted shares were immediately forfeited and canceled in connection with their respective resignations.
|
(2)
|
The above vesting schedule applies to the grant of time-based restricted shares awarded to Messrs. Christensen, Welborn, Bookout, Nicholson and Beaudry.
|
Age of Participant
|
Contribution Percentage (Below the Social Security Wage Base)
|
Contribution Percentage (Above the Social Security Wage Base)
|
Under 35
|
4%
|
8%
|
At Least 35 but Under 48
|
7%
|
10%
|
48 and Over
|
9%
|
12%
|
Submitted by:
|
Brent J. Smolik
|
|
Kenneth M. Fisher
|
|
Thomas H. Walker
|
|
Rachel G. Clingman
|
|
Hallie A. Vanderhider
|
|
Martin Salinas, Jr.
|
|
Andrew E. Viens
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock Awards
($) (7)
|
Option Awards
($) (8)
|
Non-Equity Incentive Compensation ($) (9)
|
All Other Compensation ($) (10)
|
Total ($)
|
|||||||
Brent J. Smolik (Chief Executive Officer and Director) (1)
|
2019
|
187,500
|
—
|
|
976,760
|
153,749
|
408,375
|
|
54,471
|
|
1,780,855
|
|
|||
Thomas W. Christensen (Chief Financial Officer) (2)
|
2019
|
221,366
|
|
—
|
|
339,698
|
|
—
|
|
174,150
|
|
59,434
|
|
794,648
|
|
2018
|
194,070
|
|
—
|
|
85,374
|
|
—
|
|
53,485
|
|
34,985
|
|
367,914
|
|
|
2017
|
177,424
|
|
—
|
|
150,259
|
|
20,434
|
|
65,673
|
|
30,019
|
|
443,809
|
|
|
Aaron G. Carlson (General Counsel & Secretary) (3)
|
2019
|
160,406
|
|
—
|
|
209,012
|
|
—
|
|
138,905
|
|
43,969
|
|
552,292
|
|
Philip S. Welborn (Chief Accounting Officer) (2)
|
2019
|
105,912
|
|
—
|
|
37,176
|
|
—
|
|
17,243
|
|
10,591
|
|
170,922
|
|
Terry R. Gerhart (Former Chief Executive Officer and Director) (4)
|
2019
|
188,390
|
|
—
|
|
864,444
|
|
49,499
|
|
—
|
|
40,375
|
|
1,142,708
|
|
2018
|
234,536
|
|
—
|
|
794,961
|
|
45,000
|
|
131,421
|
|
47,498
|
|
1,253,416
|
|
|
2017
|
—
|
|
—
|
|
139,984
|
|
—
|
|
—
|
|
5,585
|
|
145,569
|
|
|
John F. Bookout, IV (Former Chief Financial Officer) (5)
|
2019
|
157,988
|
|
—
|
|
354,227
|
|
—
|
|
—
|
|
8,014
|
|
520,229
|
|
2018
|
230,000
|
|
—
|
|
625,834
|
|
—
|
|
79,407
|
|
52,915
|
|
988,156
|
|
|
2017
|
184,423
|
|
10,000
|
|
241,290
|
|
20,447
|
|
129,423
|
|
29,777
|
|
615,360
|
|
|
John C. Nicholson (Former Chief Operating Officer) (5)
|
2019
|
185,445
|
|
—
|
|
354,227
|
|
—
|
|
—
|
|
11,127
|
|
550,799
|
|
2018
|
230,000
|
|
—
|
|
627,963
|
|
—
|
|
79,407
|
|
53,916
|
|
991,286
|
|
|
2017
|
189,423
|
|
—
|
|
277,613
|
|
29,212
|
|
112,864
|
|
31,836
|
|
640,948
|
|
|
Harry R. Beaudry (Former General Counsel & Secretary) (6)
|
2019
|
57,873
|
|
—
|
|
144,708
|
|
—
|
|
—
|
|
3,473
|
|
206,054
|
|
2018
|
132,019
|
|
—
|
|
231,236
|
|
—
|
|
39,216
|
|
27,960
|
|
430,431
|
|
(1)
|
For 2019, Mr. Smolik devoted approximately 25% of his overall working time to our business and the amounts reported are prorated to reflect this.
|
(2)
|
Messrs. Christensen and Welborn devote substantially all of their overall working time to our business. Therefore, the amounts disclosed for 2019 are reported in full, without any proration.
|
(3)
|
For 2019, Mr. Carlson devoted approximately 50% of his overall working time to our business and the amounts reported are prorated to reflect this.
|
(4)
|
For 2019 and 2018, Mr. Gerhart devoted approximately 60% of his overall working time to our business, and the amounts reported for 2019 and 2018, other than with respect to any amount associated with equity awards under our LTIP, are prorated to reflect this. For 2017, Mr. Gerhart devoted approximately 15% of his overall working time to our business, and during 2017, the compensation received from Noble in relation to the services he provided for us did not comprise a material amount of his total compensation. Mr. Gerhart resigned August 9, 2019. Mr. Gerhart’s 2019 equity awards were forfeited on his resignation date.
|
(5)
|
Messrs. Bookout and Nicholson devoted substantially all of their overall working time to our business. Therefore, the amounts disclosed for 2019 are reported in full, without any proration. Mr. Bookout resigned June 28, 2019 and Mr. Nicholson resigned August 9, 2019. Messrs. Bookout and Nicholson’s 2019 equity awards were forfeited on their resignation dates.
|
(6)
|
For 2019 and 2018, Mr. Beaudry devoted approximately 50% of his overall working time to our business, and the amounts reported for 2019 and 2018, other than with respect to any amount associated with equity awards under our LTIP, are prorated to reflect this. Mr. Beaudry resigned effective April 5, 2019. Mr. Beaudry’s 2019 equity awards were forfeited on his resignation date.
|
(7)
|
The amounts in this column reflect the aggregate grant date fair value of phantom units and restricted stock awarded under the 2017 Plan and of restricted units awarded under our LTIP, each of which were computed in accordance with FASB ASC Topic 718. For more information regarding the restricted units, see Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation to our financial statements for the fiscal year ended December 31, 2019 included herein. For more information
|
(8)
|
The amounts in this column reflect the aggregate grant date fair value of non-qualified stock options granted under Noble’s 2017 Plan computed in accordance with FASB ASC Topic 718. For more information regarding the stock options, see Noble’s Form 10-K for the year ended December 31, 2019 (which is not, and shall not be deemed to be, incorporated by reference herein).
|
(9)
|
Reflects payments under the STIP based on the achievement of certain performance goals during the applicable fiscal year. The STIP awards for 2019 will be paid in March of 2020.
|
(10)
|
All other compensation for 2019 includes the following payments and benefits:
|
Name
|
401(k) Matching Contributions ($)
|
401(k) Retirement Savings Contributions ($)
|
Deferred Compensation Plan Registrant Contributions ($)(a)
|
Accrued Dividends ($)
|
Total All Other Compensation ($)
|
|||||
Brent J. Smolik
|
4,200
|
|
5,050
|
|
23,503
|
|
21,718
|
|
54,471
|
|
Thomas W. Christensen
|
13,282
|
|
18,150
|
|
—
|
|
28,002
|
|
59,434
|
|
Aaron G. Carlson
|
8,400
|
|
10,100
|
|
22,343
|
|
3,126
|
|
43,969
|
|
Phillip S. Welborn
|
6,355
|
|
4,236
|
|
—
|
|
—
|
|
10,591
|
|
Terry R. Gerhart
|
10,080
|
|
12,330
|
|
17,965
|
|
—
|
|
40,375
|
|
John F. Bookout, IV
|
8,014
|
|
—
|
|
—
|
|
—
|
|
8,014
|
|
John C. Nicholson
|
11,127
|
|
—
|
|
—
|
|
—
|
|
11,127
|
|
Harry R. Beaudry
|
3,473
|
|
—
|
|
—
|
|
—
|
|
3,473
|
|
|
Year
|
Matching Contribution ($)
|
Transition Contribution ($)
|
Retirement Savings Contribution ($)
|
Total Deferred Compensation Plan Registrant Contributions ($)
|
||||
Brent J. Smolik
|
2019
|
7,050
|
|
—
|
|
16,453
|
|
23,503
|
|
Aaron G. Carlson
|
2019
|
8,400
|
|
6,788
|
|
7,155
|
|
22,343
|
|
Terry R. Gerhart
|
2019
|
10,080
|
|
—
|
|
7,885
|
|
17,965
|
|
Name
|
Approval
Date
(1)
|
Grant
Date
(1)
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (2)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards (3)
|
All Other
Stock
Awards:
Number of
Shares or
Units
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(10)
|
||||||
Threshold
($)
|
Target
($)
|
Max
($)
|
Threshold
(#)
|
Target
(#)
|
Max
(#)
|
|||||||||
Brent J. Smolik
|
1/28/2019
|
2/1/2019
|
—
|
206,250
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
—
|
—
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
11,445
|
22,890
|
45,779
|
—
|
|
—
|
|
—
|
618,017
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
11,445
|
(4)
|
—
|
|
—
|
256,248
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
4,578
|
(5)
|
—
|
|
—
|
102,496
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
20,310
|
(9)
|
22.39
|
153,749
|
|
Thomas W. Christensen
|
1/28/2019
|
2/1/2019
|
—
|
87,500
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
—
|
—
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
1,856
|
(4)
|
—
|
|
—
|
41,556
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
795
|
(5)
|
—
|
|
—
|
17,800
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
1,855
|
(6)
|
—
|
|
—
|
59,360
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
3,781
|
(7)
|
—
|
|
—
|
120,992
|
|
8/2/2019
|
8/5/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
3,636
|
(8)
|
—
|
|
—
|
99,990
|
|
Aaron G. Carlson
|
1/28/2019
|
2/1/2019
|
—
|
72,383
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
—
|
—
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
1,319
|
2,638
|
5,275
|
—
|
|
—
|
|
—
|
71,213
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
4,396
|
(4)
|
—
|
|
—
|
98,426
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
1,759
|
(5)
|
—
|
|
—
|
39,373
|
|
Philip S. Welborn
|
1/28/2019
|
2/1/2019
|
—
|
57,000
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
—
|
—
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
581
|
(4)
|
—
|
|
—
|
13,009
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
249
|
(5)
|
—
|
|
—
|
5,575
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
581
|
(6)
|
—
|
|
—
|
18,592
|
|
Terry R. Gerhart
|
1/28/2019
|
2/1/2019
|
—
|
161,850
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
—
|
—
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
3,685
|
7,369
|
14,738
|
—
|
|
—
|
|
—
|
198,968
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
3,685
|
(4)
|
—
|
|
—
|
82,498
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
1,474
|
(5)
|
—
|
|
—
|
32,994
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
17,187
|
(6)
|
—
|
|
—
|
549,984
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
6,539
|
(9)
|
22.39
|
49,499
|
|
John F. Bookout, IV
|
1/28/2019
|
2/1/2019
|
—
|
88,886
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
—
|
—
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
2,733
|
(4)
|
—
|
|
—
|
61,192
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
1,171
|
(5)
|
—
|
|
—
|
26,219
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
2,732
|
(6)
|
—
|
|
—
|
87,424
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
5,606
|
(7)
|
—
|
|
—
|
179,392
|
|
John C. Nicholson
|
1/28/2019
|
2/1/2019
|
—
|
87,840
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
—
|
—
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
2,733
|
(4)
|
—
|
|
—
|
61,192
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
1,171
|
(5)
|
—
|
|
—
|
26,219
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
2,732
|
(6)
|
—
|
|
—
|
87,424
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
5,606
|
(7)
|
—
|
|
—
|
179,392
|
|
Harry R. Beaudry
|
1/28/2019
|
2/1/2019
|
—
|
49,569
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
—
|
—
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
1,508
|
(4)
|
—
|
|
—
|
33,764
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
646
|
(5)
|
—
|
|
—
|
14,464
|
|
1/28/2019
|
2/1/2019
|
—
|
—
|
—
|
—
|
—
|
—
|
3,015
|
(6)
|
—
|
|
—
|
96,480
|
(1)
|
All grants were approved by our board or by Noble (or its board of directors or compensation committee), as applicable, on the approval date set forth above, but such grants became effective and were valued on the grant date set forth above.
|
(2)
|
The amounts in this column represent the target payouts under Noble’s STIP. There are no threshold or maximum amounts under the STIP. Actual payouts under the STIP were determined based on Noble’s achievement against specified performance measures. For more information, see the section entitled “Compensation Discussion and Analysis—Short-Term Incentive Plan” above.
|
(3)
|
The amounts in these columns represent the threshold, target and maximum number of shares that may be issued in settlement of performance awards granted under the 2017 Plan. The performance awards will vest February 1, 2022 if the specified performance goals are satisfied, subject to the applicable Named Executive Officer’s continued employment through such vesting date. These performance shares held by Mr. Gerhart were forfeited in connection with his resignation in 2019.
|
(4)
|
Represents the shares of restricted stock awarded under the 2017 Plan. The restricted shares will vest according to the following schedule: 40% on the first and second anniversaries of the date of grant and 20% on the third anniversary of the date of grant. Dividends declared on shares of restricted stock are accrued during the three-year restricted period and will be paid upon vesting of restricted shares. The restricted shares held by Messrs. Welborn, Gerhart, Bookout, Nicholson and Beaudry were forfeited in connection with their resignations in 2019.
|
(5)
|
Represents phantom units awarded under the 2017 Plan. Phantom units are the economic equivalent of one share of Noble stock. The award will vest 100% on the third anniversary date of the grant and will settle in cash, subject to the applicable Named Executive Officer’s continued employment through such vesting date. Dividends declared on shares underlying the phantom units are accrued during the three-year restricted period and will be paid upon vesting of the phantom units. These phantom units held by Messrs. Welborn, Gerhart, Bookout, Nicholson and Beaudry were forfeited in connection with their resignations in 2019.
|
(6)
|
These grants of restricted units under our LTIP became vested as to 20% on February 1, 2020 and will become vested as to 30% on February 1, 2021 and 50% on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through each vesting date. These restricted units held by Messrs. Welborn, Gerhart, Bookout, Nicholson and Beaudry were forfeited in connection with their resignations in 2019.
|
(7)
|
These grants of restricted units under our LTIP will become vested on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through such vesting date. These restricted units held by Messrs. Bookout and Nicholson were forfeited in connection with their resignations in 2019.
|
(8)
|
These grants of restricted units under our LTIP will become vested on August 5, 2022, subject to Mr. Christensen’s continued employment through such vesting date.
|
(9)
|
These non-qualified stock options granted under the 2017 Plan became exercisable as to 1/3 of the shares of Noble stock underlying each option on February 1, 2020 and will become exercisable as to 1/3 of the shares on each of February 1, 2021, and February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through each vesting date. These options held by Mr. Gerhart were forfeited in connection with his resignation in 2019.
|
(10)
|
Reflects the aggregate grant date fair value of (i) phantom units, restricted stock and non-qualified stock options granted under Noble’s 2017 Plan and (ii) restricted units granted under our LTIP, in each case computed in accordance with FASB ASC Topic 718. For more information regarding the restricted units granted under our LTIP, see Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation to our financial statements for the fiscal year ended December 31, 2019. For more information regarding the phantom units, restricted stock and stock options granted under the 2017 Plan, see Noble’s Form 10-K for the year ended December 31, 2019 (which is not, and shall not be deemed to be, incorporated by reference herein).
|
|
Option Awards (1)
|
Stock Awards
|
|||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock Held That Have Not Vested (#)
|
Market Value of Shares or Units of Stock Held That Have Not Vested ($)(20)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(20)
|
|||||||||||
Brent J. Smolik
|
9,758
|
|
19,516
|
|
(2)
|
25.17
|
|
11/16/2028
|
|
34,764
|
|
(5)
|
863,525
|
|
45,779
|
|
(18)
|
1,137,150
|
|
—
|
|
20,310
|
|
(3)
|
22.39
|
|
2/1/2029
|
|
11,445
|
|
(6)
|
284,288
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
4,578
|
|
(7)
|
113,711
|
|
—
|
|
|
—
|
|
||
Thomas W. Christensen
|
1,775
|
|
—
|
|
|
31.65
|
|
2/1/2026
|
|
259
|
|
(8)
|
6,434
|
|
—
|
|
|
—
|
|
1,027
|
|
514
|
|
(4)
|
39.46
|
|
2/1/2027
|
|
464
|
|
(9)
|
12,324
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,940
|
|
(10)
|
51,526
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,106
|
|
(11)
|
27,473
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
602
|
|
(12)
|
15,989
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,856
|
|
(6)
|
46,103
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,781
|
|
(13)
|
100,423
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,855
|
|
(14)
|
49,269
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,636
|
|
(15)
|
96,572
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
795
|
|
(7)
|
19,748
|
|
—
|
|
|
—
|
|
|
Aaron G. Carlson
|
1,977
|
|
—
|
|
|
37.55
|
|
2/1/2020
|
|
887
|
|
(8)
|
22,021
|
|
5,867
|
|
(19)
|
145,736
|
|
1,980
|
|
—
|
|
|
45.20
|
|
2/1/2021
|
|
1,369
|
|
(17)
|
34,006
|
|
5,275
|
|
(18)
|
131,031
|
|
|
2,479
|
|
—
|
|
|
50.91
|
|
2/1/2022
|
|
4,396
|
|
(6)
|
109,197
|
|
—
|
|
|
—
|
|
|
3,158
|
|
—
|
|
|
54.60
|
|
2/1/2023
|
|
1,759
|
|
(8)
|
43,694
|
|
—
|
|
|
—
|
|
|
1,711
|
|
—
|
|
|
62.33
|
|
1/31/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
2,464
|
|
—
|
|
|
47.74
|
|
1/30/2025
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
2,363
|
|
—
|
|
|
31.65
|
|
2/1/2026
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,172
|
|
587
|
|
(4)
|
39.46
|
|
2/1/2027
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
866
|
|
1,731
|
|
(16)
|
30.89
|
|
2/1/2028
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Phillip S. Welborn
|
446
|
|
—
|
|
|
54.60
|
|
7/3/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
292
|
|
—
|
|
|
62.33
|
|
7/3/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
323
|
|
—
|
|
|
47.74
|
|
7/3/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
587
|
|
—
|
|
|
31.65
|
|
7/3/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
251
|
|
—
|
|
|
39.46
|
|
7/3/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Terry R. Gerhart
|
9,396
|
|
—
|
|
|
37.55
|
|
2/1/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
7,548
|
|
—
|
|
|
45.20
|
|
2/1/2021
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
9,724
|
|
—
|
|
|
50.91
|
|
2/1/2022
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,508
|
|
—
|
|
|
50.91
|
|
2/1/2022
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
8,161
|
|
—
|
|
|
54.60
|
|
2/1/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
697
|
|
—
|
|
|
56.52
|
|
4/29/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
6,498
|
|
—
|
|
|
62.33
|
|
1/31/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
8,152
|
|
—
|
|
|
47.74
|
|
8/9/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
13,168
|
|
—
|
|
|
31.65
|
|
8/9/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
7,038
|
|
—
|
|
|
39.46
|
|
8/9/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,432
|
|
—
|
|
|
30.89
|
|
8/9/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
John F. Bookout, IV
|
936
|
|
—
|
|
|
47.74
|
|
6/28/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
1,065
|
|
—
|
|
|
31.65
|
|
6/28/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,028
|
|
—
|
|
|
39.46
|
|
6/28/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
John C. Nicholson
|
305
|
|
—
|
|
|
50.91
|
|
8/9/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
226
|
|
—
|
|
|
50.91
|
|
8/9/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
886
|
|
—
|
|
|
54.60
|
|
8/9/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,205
|
|
—
|
|
|
62.33
|
|
8/9/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,619
|
|
—
|
|
|
47.74
|
|
8/9/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
733
|
|
—
|
|
|
31.65
|
|
8/9/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,468
|
|
—
|
|
|
39.46
|
|
8/9/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Harry R. Beaudry
|
1,008
|
|
—
|
|
|
32.85
|
|
4/5/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
(1)
|
The option awards in these columns are options to purchase shares of Noble stock granted under the 1992 Plan or 2017 Plan.
|
(2)
|
50% of stock options vest November 16, 2020 and 50% of stock options vest November 16, 2021, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(3)
|
33 1/3% of stock options vested February 1, 2020; 33 1/3% of stock options vest February 1, 2021; and 33 1/3% of stock options vest February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(4)
|
These options became exercisable on February 1, 2020.
|
(5)
|
100% of these restricted shares of Noble granted under the 2017 Plan will vest on November 16, 2021, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(6)
|
40% of these restricted shares of Noble granted under the 2017 Plan vested February 1, 2020; 40% of these restricted shares will vest on February 1, 2021; and the remainder will vest on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(7)
|
100% of these phantom units granted under the 2017 Plan will vest on February 1, 2022 and will be settled in cash, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(8)
|
These restricted shares of Noble stock vested on February 1, 2020.
|
(9)
|
These restricted units granted under our LTIP vested on February 1, 2020.
|
(10)
|
100% of these restricted units granted under our LTIP will vest on May 4, 2020, subject to the applicable Named Executive Officer's continued employment through the vesting date.
|
(11)
|
37% of these restricted shares of Noble granted under the 2017 Plan vested February 1, 2020 and the remainder will vest on February 1, 2021, subject to the applicable Named Executive Officer's continued employment through the vesting date.
|
(12)
|
37% of these restricted units granted under our LTIP vested February 1, 2020 and the remainder will vest on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(13)
|
100% of these restricted units granted under our LTIP will vest on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(14)
|
20% of these restricted units granted under our LTIP vested February 1, 2020; 30% of these restricted units will vest on February 1, 2021; and the remainder will vest on February 1, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(15)
|
100% of these restricted units granted under our LTIP will vest on August 5, 2022, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(16)
|
50% of these options became exercisable on February 1, 2020 and the remaining 50% will become exercisable on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through such vesting date.
|
(17)
|
50% of these restricted shares of Noble granted under the 2017 Plan vested February 1, 2020 and the remainder will vest on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through the vesting date.
|
(18)
|
These shares of performance-based Noble restricted stock granted under the 2017 Plan will vest on February 1, 2022, subject to achievement of total stockholder return levels relative to a pre-determined industry peer group. Because performance as of December 31, 2019 was trending at maximum, these shares reflect the number of shares that would be earned based on maximum achievement of the applicable performance metrics. The actual number of shares that vest at the end of the performance period may differ substantially from the number of shares reported herein.
|
(19)
|
These shares of performance-based Noble restricted stock granted under the 2017 Plan will vest on February 1, 2021, subject to achievement of total stockholder return levels relative to a pre-determined industry peer group. Because performance as of December 31, 2019 was trending at target, these shares reflect the number of shares that would be earned based on maximum achievement of the applicable performance metrics. The actual number of shares that vest at the end of the performance period may differ substantially from the number of shares reported herein.
|
(20)
|
Amounts reported in these columns are calculated based on $26.56, the closing price of our common units on December 31, 2019, or $24.84, the closing price of Noble stock on December 31, 2019, as applicable.
|
|
Stock Awards
|
Unit Awards
|
||||||||
Name
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)(4)
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)(5)
|
||||||
Brent J. Smolik
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
Thomas W. Christensen
|
432
|
|
(1)
|
9,672
|
|
429
|
|
(2)
|
13,728
|
|
Aaron G. Carlson
|
2,433
|
|
(1)
|
54,475
|
|
—
|
|
|
—
|
|
Phillip S. Welborn
|
141
|
|
(1)
|
3,157
|
|
124
|
|
(2)
|
3,968
|
|
Terry R. Gerhart
|
3,304
|
|
(1)
|
73,977
|
|
2,715
|
|
(2)
|
86,880
|
|
John F. Bookout, IV
|
693
|
|
(1)
|
15,516
|
|
571
|
|
(2)
|
18,272
|
|
John C. Nicholson
|
765
|
|
(1)
|
17,128
|
|
694
|
|
(2)
|
22,208
|
|
Harry R. Beaudry
|
1,966
|
|
(3)
|
46,084
|
|
—
|
|
|
—
|
|
(1)
|
These amounts represent restricted stock awards granted on February 1, 2017 and February 1, 2018 under the 2017 Plan, which vested on February 1, 2019.
|
(2)
|
These amounts represent restricted unit awards granted on February 1, 2017 and February 1, 2018 under our LTIP, which vested on February 1, 2019.
|
(3)
|
This amount represents restricted stock awards granted on March 27, 2017 and February 1, 2018 under the 2017 Plan, which vested on February 1, 2019 and March 27, 2019, respectively.
|
(4)
|
The value realized on the vesting of the restricted stock awards was calculated as the number of shares that vested (including Noble shares withheld for tax withholding purposes) multiplied by the closing price of Noble common stock on the applicable vesting date. Dividends that accrued on shares of restricted stock that vested were paid in 2019 as follows: Mr. Christensen - $248; Mr. Carlson - $1,472; Mr. Welborn- $76; Mr. Gerhart - $1,987; Mr. Bookout - $360; Mr. Nicholson - $418 and Mr. Beaudry - $1,220.
|
(5)
|
The value realized on the vesting of the restricted unit awards was calculated as the number of units that vested (including NBLX units withheld for tax withholding purposes) multiplied by the closing price of NBLX common unit on the applicable vesting date. Distributions that accrued on restricted units that vested were paid in 2019 as follows: Mr. Christensen - $1,388; Mr. Welborn - $379; Mr. Gerhart - $7,360; Mr. Bookout - $1,686; and Mr. Nicholson - $2,152.
|
Name
|
Executive Contributions in Last Fiscal Year ($) (1)
|
Noble Contributions in Last Fiscal Year ($)
|
|
Aggregate Earnings in Last Fiscal Year ($) (4)
|
Aggregate Withdrawals/Distributions in Last Fiscal Year ($)
|
Aggregate Balance at Last Fiscal Yearend ($) (5)
|
||||
Brent J. Smolik
|
7,500
|
|
23,503
|
|
(2)
|
660
|
|
—
|
31,663
|
|
Aaron G. Carlson
|
—
|
|
13,943
|
|
(3)
|
38,948
|
|
—
|
221,666
|
|
Terry R. Gerhart
|
1,889
|
|
7,885
|
|
(2)
|
45,648
|
|
—
|
1,366,094
|
|
•
|
A “designated reduction in force” generally means (a) the elimination of such Named Executive Officer’s job or position, (b) the permanent closing, restructuring, downsizing or reorganization of a business unit, or (c) certain corporate transactions to the extent such events are expressly designated as a designated reduction in force.
|
•
|
“Cause” generally means (a) misconduct or neglect, (b) engaging in conduct detrimental to Noble, (c) a failure to devote full-time, loyalty, best efforts, and ability to the performance of an individual’s job duties, (d) failure to perform job duties, and (e) conviction of a felony or other criminal offense.
|
•
|
“Cause” generally means dishonesty, theft, embezzlement from us, willful violation of our rules pertaining to the conduct of employees, a willful felonious act, or the violation of any non-compete, non-solicitation or other confidentiality agreement with Noble, our General Partner or their affiliates.
|
•
|
“Change of control” generally means (a) any person or group acquires 50% or more of the combined voting power of us or our General Partner, (b) liquidation of us, (c) sale by us or our General Partner of all of our or the General Partner’s assets, other than any sale to us, the General Partner, or an affiliate thereof, or (d) transaction resulting in a person other than our General Partner or an affiliate thereof being the sole General Partner of us.
|
•
|
“Disability” generally means a physical or mental condition of a participant that would entitled him or her to payment of disability income payments under our, our General Partner’s or one of our affiliate’s long-term disability insurance policies or plans. If no such plan exists, then “disability” has the meaning set forth in Section 22(e)(3) of the Code.
|
•
|
“Cause” generally means (a) conviction of a felony or misdemeanor involving moral turpitude, (b) conduct involving a material misuse of funds or other property of Noble, (c) engagement in business activities which are in conflict with the business interests of Noble, (d) gross negligence or willful misconduct, (e) conduct that violates Noble’s safety rules or standards, or (f) material violation of Noble’s code of conduct.
|
•
|
“Change of control” generally has the same meaning provided to such term in the COC Plan.
|
•
|
“Disability” generally means a physical or mental condition of a participant that would entitled him or her to payment of disability income payments under Noble’s long-term disability insurance policies or plans. If no such plan exists, then “disability” means a medically determinable physical or mental impairment that prevents the participant from performing his or her duties in a satisfactory manner and is expected either to result in death or to last for a continuous period of not less than 12 months.
|
•
|
“Good reason” generally means a (a) material reduction in base compensation, (b) material change in the location of employment, (c) material reduction in authority, duties or responsibilities of the participant or the participant’s direct supervisor, or (d) material reduction in the budget over which the participant retains authority.
|
•
|
“Retirement” generally means a termination of employment occurring after the participant attains at least 55 years of age and completes at least five years of credited service.
|
•
|
“Cause” generally means (a) conviction of a felony or misdemeanor involving moral turpitude, (b) conduct involving a material misuse of funds or other property of Noble, (c) engagement in business activities which are in conflict with the business interests of Noble, (d) gross negligence or willful misconduct, (e) conduct that violates Noble’s safety rules or standards, or (f) material violation of Noble’s code of conduct.
|
•
|
“Permanent Disability” means the total and permanent incapacity of a Participant to perform the usual duties of his or her employment with an Employer or Affiliated Company as determined by the Committee. Such incapacity shall be deemed to exist when certified by a physician acceptable to the Committee.
|
•
|
“Good reason” generally means a (a) material reduction in base compensation or bonus, (b) material change in the location of employment, or (c) material reduction in employee benefits or material increase in employee benefit costs.
|
•
|
“Retirement” generally means a termination of employment occurring after the participant attains at least 55 years of age and completes at least five years of credited service or after the participant attains age 65.
|
Name
|
Type of Payment or Benefit
|
Death ($)
|
Disability ($)
|
Termination Without Cause
($) (9)
|
Termination without Cause following a Change of Control of NBLX ($)
|
Termination without Cause or Resignation for Good Reason following a Change of Control of Noble ($)
|
|||||
Brent J. Smolik
|
Cash Severance
|
—
|
|
—
|
|
998,077
|
|
—
|
|
4,025,100
|
|
STIP Payments (1)
|
825,000
|
|
—
|
|
—
|
|
—
|
|
825,000
|
|
|
NBLX Restricted Units (2)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Noble Restricted Stock (3)
|
4,678,122
|
|
4,678,122
|
|
463,451
|
|
—
|
|
4,678,122
|
|
|
Noble Restricted Stock Units (4)
|
463,451
|
|
463,451
|
|
—
|
|
—
|
|
463,451
|
|
|
Noble Performance Share Award (5)
|
2,317,333
|
|
2,317,333
|
|
—
|
|
—
|
|
4,634,667
|
|
|
Noble Stock Options (6)
|
199,040
|
|
199,040
|
|
66,346
|
|
—
|
|
199,040
|
|
|
Continued Medical Benefits (7)
|
—
|
|
—
|
|
8,294
|
|
—
|
|
41,469
|
|
|
Life Insurance (8)
|
1,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Retirement Benefits
|
94,013
|
|
94,013
|
|
94,013
|
|
—
|
|
94,013
|
|
|
Total
|
9,576,959
|
|
7,751,959
|
|
1,630,181
|
|
—
|
|
14,960,862
|
|
|
Thomas W. Christensen
|
Cash Severance
|
—
|
|
—
|
|
145,192
|
|
—
|
|
240,385
|
|
STIP Payments (1)
|
87,500
|
|
—
|
|
—
|
|
—
|
|
87,500
|
|
|
NBLX Restricted Units (2)
|
362,267
|
|
362,267
|
|
96,103
|
|
362,267
|
|
362,267
|
|
|
Noble Restricted Stock (3)
|
82,214
|
|
82,214
|
|
29,196
|
|
—
|
|
82,214
|
|
|
Noble Restricted Stock Units (4)
|
20,122
|
|
20,122
|
|
—
|
|
—
|
|
20,122
|
|
|
Noble Performance Share Award (5)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Noble Stock Options (6)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Continued Medical Benefits (7)
|
—
|
|
—
|
|
11,388
|
|
—
|
|
11,388
|
|
|
Life Insurance (8)
|
500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Retention Bonus (10)
|
—
|
|
—
|
|
—
|
|
250,000
|
|
—
|
|
|
Total
|
1,052,103
|
|
464,603
|
|
281,879
|
|
612,267
|
|
803,876
|
|
|
Aaron G. Carlson
|
Cash Severance
|
—
|
|
—
|
|
351,395
|
|
—
|
|
482,550
|
|
STIP Payments (1)
|
144,765
|
|
—
|
|
—
|
|
—
|
|
144,765
|
|
|
NBLX Restricted Units (2)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Noble Restricted Stock (3)
|
339,347
|
|
339,347
|
|
170,574
|
|
—
|
|
339,347
|
|
|
Noble Restricted Stock Units (4)
|
89,015
|
|
89,015
|
|
—
|
|
—
|
|
89,015
|
|
|
Noble Performance Share Award (5)
|
284,526
|
|
284,526
|
|
—
|
|
—
|
|
415,557
|
|
|
Noble Stock Options (6)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Continued Medical Benefits (7)
|
—
|
|
—
|
|
13,029
|
|
—
|
|
13,029
|
|
|
Life Insurance (8)
|
644,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
1,501,653
|
|
712,888
|
|
534,998
|
|
—
|
|
1,484,263
|
|
|
Phillip S. Welborn
|
Cash Severance
|
—
|
|
—
|
|
124,962
|
|
—
|
|
138,846
|
|
STIP Payments (1)
|
57,000
|
|
—
|
|
—
|
|
—
|
|
57,000
|
|
|
NBLX Restricted Units (2)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Noble Restricted Stock (3)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Noble Restricted Stock Units (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Noble Performance Share Award (5)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Noble Stock Options (6)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Continued Medical Benefits (7)
|
—
|
|
—
|
|
11,388
|
|
—
|
|
11,388
|
|
|
Life Insurance (8)
|
380,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
437,000
|
|
—
|
|
136,350
|
|
—
|
|
207,234
|
|
(1)
|
Named Executive Officers would not be entitled to a STIP payment for 2019 in the event of their termination of employment on December 31, 2019, other than in the event of a change of control or death.
|
(2)
|
Amounts reported in this row are calculated based on $26.56, the closing price of our Common Units on December 31, 2019 and includes accrued distributions.
|
(3)
|
Amounts reported in this row are calculated based on $24.84, the closing price of Noble stock on December 31, 2019 and includes accrued dividends. All unvested shares of time-based restricted stock, including accrued dividends, will vest in the event of termination of employment as a result of a change of control, death or disability.
|
(4)
|
Amounts reported in this row are calculated based on the difference between the applicable stock options for which exercisability would be accelerated and $24.84, the closing price of Noble stock on December 31, 2019. All unvested shares of time-based restricted stock units payable in cash, including accrued dividends, will vest in the event of termination of employment as a result of a change of control, death or disability.
|
(5)
|
Amounts reported in this row are calculated based on $24.84, the closing price of Noble stock on December 31, 2019 and includes accrued dividends. All unvested performance share awards, including accrued dividends, will vest at target in the event of termination
|
(6)
|
Amounts reported in this row are calculated based on the difference between the applicable stock options for which exercisability would be accelerated and $24.84, the closing price of Noble stock on December 31, 2019. Because the exercise price of the Noble stock options held by Messrs. Christensen and Carlson each exceeded $24.84, no value is associated with the acceleration of exercisability of these options.
|
(7)
|
Amounts reported in this row reflect the estimated cost to Noble of providing continued medical, dental and vision benefits.
|
(8)
|
Amounts in this row represent benefits paid pursuant to group term life insurance coverage provided by Noble equal to two times base salary, capped at $1,000,000. Noble’s group term life insurance coverage does not discriminate in scope, terms or operation, in favor of our Named Executive Officers, and it is available generally to all salaried employees.
|
(9)
|
The Named Executive Officers are not a party to any agreement that provides for a severance payment absent termination of employment following a change of control. However, in certain instances the Noble Severance Plan provides for a severance payment based upon years of completed service and continuation of certain health and welfare benefits. If the Named Executive Officers are entitled to a severance payment under the plan, they would receive two weeks of pay for every year of service, not to exceed 52 weeks or be less than 12 weeks, plus a prorated STIP payment based on their STIP target percentage. In addition any unvested equity awards, including accrued dividends, that would vest within twelve months of the termination of employment will vest due to the involuntary termination. They would also be able to continue certain health and welfare benefits for six months at the current active employee rates.
|
(10)
|
Mr. Christensen is a party to a cash retention award that vests upon the sale of the Partnership, so long as Mr. Christensen (i) remains employed through the date of such sale or was previously terminated without cause, (ii) satisfactorily performs his duties through the date of such sale and (iii) completes all related sale transition activities. See “Compensation Discussion and Analysis—Elements of Compensation—Cash Retention Awards” above, for a complete description of the cash retention award.
|
•
|
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 $120,000.
|
Name
|
Fees Earned or Paid in Cash ($)
|
Unit Awards ($) (1)
|
Total ($)
|
|||
Hallie A. Vanderhider
|
80,000
|
|
120,000
|
|
200,000
|
|
Martin Salinas, Jr.
|
80,000
|
|
120,000
|
|
200,000
|
|
Andrew E. Viens
|
60,000
|
|
120,000
|
|
180,000
|
|
(1)
|
Amounts reported in this column reflect the aggregate grant date fair value of the restricted units granted under our LTIP, computed in accordance with FASB ASC Topic 718. For more information, see Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation to our financial statements for the fiscal year ended December 31, 2019. As of December 31, 2019, each of Ms. Vanderhider and Messrs. Salinas and Viens held 3,750 unvested restricted units, which vested on February 1, 2020.
|
•
|
each unitholder known by us to beneficially hold more than 5% 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
|
|
||
Noble Energy, Inc.
1001 Noble Energy Way
Houston, Texas 77070
|
|
56,447,616
|
|
|
62.6
|
%
|
(1)
|
(1)
|
Based upon its Schedule 13D/A filed with the SEC on November 22, 2019, with respect to its beneficial ownership of our Common Units, Noble Energy has sole voting and dispositive power with respect to 56,447,616 units.
|
Directors/Named Executive Officers
|
Total Common Units Beneficially Owned (1)
|
Percent of Total Outstanding
|
|
Rachel G. Clingman
|
—
|
|
*
|
Kenneth M. Fisher
|
15,500
|
|
*
|
Martin Salinas, Jr.
|
24,881
|
|
*
|
Hallie A. Vanderhider
|
17,881
|
|
*
|
Andrew E. Viens
|
17,348
|
|
*
|
Thomas Hodge Walker
|
500
|
|
*
|
Brent J. Smolik (2)
|
7,500
|
|
*
|
Thomas W. Christensen
|
19,071
|
|
*
|
Aaron G. Carlson
|
4,488
|
|
*
|
Phillip S. Welborn
|
2,651
|
|
*
|
Terry R. Gerhart (3)
|
17,419
|
|
*
|
John F. Bookout, IV (4)
|
7,531
|
|
*
|
John C. Nicholson (3)
|
3,373
|
|
*
|
Harry R. Beaudry (3)
|
—
|
|
*
|
All Directors and Executive Officers as a Group (14 persons)
|
138,143
|
|
*
|
*
|
Less than 1%.
|
(1)
|
None of the Common Units reported in this column are pledged as security.
|
(2)
|
Includes 2,500 units held by trust.
|
(3)
|
Values for the Common Units from the exit Form 4 filed upon Messrs. Gerhart, Nicholson and Beaudry's resignations.
|
(4)
|
Values for the Common Units from Company records upon Mr. Bookout's resignation.
|
Directors/Named Executive Officers
|
Total Shares of Common Stock Beneficially Owned
|
Percent of Total Outstanding
|
|
Rachel G. Clingman
|
93,431
|
|
*
|
Kenneth M. Fisher
|
637,972
|
|
*
|
Martin Salinas, Jr.
|
—
|
|
*
|
Hallie A. Vanderhider
|
—
|
|
*
|
Andrew E. Viens
|
—
|
|
*
|
Thomas Hodge Walker
|
127,518
|
|
*
|
Brent J. Smolik
|
303,280
|
|
*
|
Thomas W. Christensen
|
10,753
|
|
*
|
Aaron G. Carlson
|
62,249
|
|
*
|
Phillip S. Welborn
|
3,450
|
|
*
|
Terry R. Gerhart (1)
|
114,153
|
|
*
|
John F. Bookout, IV (2)
|
4,397
|
|
*
|
John C. Nicholson (2)
|
8,763
|
|
*
|
Harry R. Beaudry (2)
|
3,921
|
|
*
|
All Directors and Executive Officers as a Group (14 persons)
|
1,369,887
|
|
*
|
*
|
Less than 1%.
|
•
|
We will generally make cash distributions to our unitholders pro rata, including Noble, as holder of an aggregate 56,447,616 Common Units.
|
•
|
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, for the provision of certain services by Noble and its affiliates. The cap on the initial rate expired in September 2019 and we have commenced the annual redetermination process.
|
•
|
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 interest in Gunnison River DevCo LP; 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 IPO and for environmental liabilities related to our assets to the extent Noble is not required to indemnify us.
|
Areas Served
|
NBLX ROFR Service
|
Current Status of Asset
|
ROFR Net Acreage
|
Eagle Ford Shale
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
Operational
|
35,000
|
DJ Basin (other than already dedicated)
|
To the extent not already dedicated:
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
N/A
|
37,000
|
Delaware Basin
|
Natural Gas Gathering
Fresh Water Services
|
In Progress
|
92,000
|
Powder River and Green River Basins
|
Crude Oil Gathering
Natural Gas Gathering
Natural Gas Processing
Water Services
|
N/A
|
181,000
|
All future-acquired onshore acreage in the United States (outside of the Marcellus Shale)
|
Crude Oil Gathering
Natural Gas Gathering
Natural Gas Processing
Water Services
|
N/A
|
N/A
|
•
|
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 IPO;
|
•
|
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 IPO, 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 IPO; and
|
•
|
all tax liabilities attributable to the assets contributed to us arising prior to the closing of the IPO or otherwise related to Noble’s contribution of those assets to us in connection with the IPO.
|
(1)
|
Audit fees consist of the aggregate fees billed or expected to be billed for professional services rendered for (i) the audit of our annual financial statements included in our Annual Report and a review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q, (ii) the audit of internal control over financial reporting, (iii) the filing of our registration statements for equity securities offerings, (iv) research necessary to comply with generally accepted accounting principles, and (v) other filings with the SEC, including consents, comfort letters, and comment letters.
|
(1)
|
Financial Statements: The financial statements required to be filed by this Item 15 are set forth in Item 8. Financial Statements and Supplementary Data.
|
(3)
|
Exhibits: The exhibits required to be filed by this Item 15 are set forth in the Index to Exhibits accompanying this report.
|
|
||
Exhibit Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
2.2+
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
3.8
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
||
10.2*
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.3.1
|
|
|
|
|
|
10.3.2
|
|
|
|
|
|
10.3.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.5.1
|
|
|
|
|
|
10.5.2
|
|
|
|
|
|
10.5.3
|
|
|
|
|
|
10.5.4
|
|
|
|
|
|
10.6
|
|
|
|
|
|
|
||
10.6.1†
|
|
|
|
|
|
10.6.1.1
|
|
|
|
|
|
10.6.2†
|
|
|
|
|
|
10.6.2.1
|
|
|
|
|
|
10.6.2.2†
|
|
|
|
|
|
10.6.3
|
|
|
|
|
|
10.6.4
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.7.1†
|
|
|
|
|
|
10.7.2†
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.8.1†
|
|
|
|
|
|
10.8.1.1
|
|
|
|
|
|
|
||
10.8.2†
|
|
|
|
|
|
10.8.2.1
|
|
|
|
|
|
10.8.3
|
|
|
|
|
|
10.8.3.1
|
|
|
|
|
|
10.8.3.2†
|
|
|
|
|
|
10.8.4
|
|
|
|
|
|
10.8.4.1
|
|
|
|
|
|
10.8.5
|
|
|
|
|
|
10.8.5.1
|
|
|
|
|
|
10.8.6
|
|
|
|
|
|
10.8.9
|
|
|
|
|
|
10.9
|
|
|
|
|
|
|
||
10.9.1†
|
|
|
|
|
|
10.9.2
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.10.1†
|
|
|
|
|
|
10.10.1.1
|
|
|
|
|
|
10.10.1.2†
|
|
|
|
|
|
10.10.2†
|
|
|
|
|
|
10.10.2.1
|
|
|
|
|
|
10.10.3†
|
|
|
|
|
|
10.10.3.1
|
|
|
|
|
|
10.10.3.2†
|
|
|
|
|
|
10.10.4
|
|
|
|
|
|
10.10.4.1
|
|
|
|
|
|
|
||
10.10.5
|
|
|
|
|
|
10.10.5.1
|
|
|
|
|
|
10.10.6
|
|
|
|
|
|
10.10.7
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.11.1†
|
|
|
|
|
|
10.11.1.1
|
|
|
|
|
|
10.11.2†
|
|
|
|
|
|
10.11.2.1
|
|
|
|
|
|
10.11.3
|
|
|
|
|
|
10.11.3.1
|
|
|
|
|
|
10.11.3.2†
|
|
|
|
|
|
10.11.4
|
|
|
|
|
|
|
||
10.11.4.1
|
|
|
|
|
|
10.11.5
|
|
|
|
|
|
10.11.5.1
|
|
|
|
|
|
10.11.6
|
|
|
|
|
|
10.11.7
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.12.1†
|
|
|
|
|
|
10.12.2
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.13.1
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.14.1
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.16.1
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.17.1
|
|
|
|
|
|
|
||
10.18
|
|
|
|
|
|
10.19*
|
|
|
|
|
|
10.20*
|
|
|
|
|
|
10.20.1*
|
|
|
|
|
|
10.21*
|
|
|
|
|
|
10.21.1*
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
||
101
|
|
The following materials from Noble Midstream Partners LP's Annual Report on Form 10-K for the year ended December 31, 2019 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Equity; and (v) Notes to Consolidated Financial Statements.
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
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
|
CPI
|
|
Consumer Price Index
|
DCF
|
|
Distributable cash flow
|
DevCo
|
|
Development company
|
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
|
IDP
|
|
Integrated development plan
|
IDRs
|
|
Incentive distribution rights
|
IPO
|
|
Initial Public Offering
|
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
|
PPI
|
|
Producer Price Index
|
ROFO
|
|
Right of first offer
|
ROFR
|
|
Right of first refusal
|
|
|
Noble Midstream Partners LP
|
|
|
By: Noble Midstream GP, LLC,
its General Partner
|
|
|
|
Date:
|
February 12, 2020
|
By: /s/ Brent J. Smolik
|
|
|
Brent J. Smolik,
|
|
|
Chief Executive Officer and Director
|
|
|
|
Date:
|
February 12, 2020
|
By: /s/ Thomas W. Christensen
|
|
|
Thomas W. Christensen,
|
|
|
Chief Financial Officer
|
|
|
|
Date:
|
February 12, 2020
|
By: /s/ Phillip S. Welborn
|
|
|
Phillip S. Welborn,
|
|
|
Chief Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brent J. Smolik
|
|
Chief Executive Officer and Director
|
|
February 12, 2020
|
Brent J. Smolik
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Thomas W. Christensen
|
|
Chief Financial Officer
|
|
February 12, 2020
|
Thomas W. Christensen
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Phillip S. Welborn
|
|
Chief Accounting Officer
|
|
February 12, 2020
|
Phillip S. Welborn
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Kenneth M. Fisher
|
|
Chairman of the Board of Directors
|
|
February 12, 2020
|
Kenneth M. Fisher
|
|
|
|
|
|
|
|
|
|
/s/ Thomas H. Walker
|
|
Director
|
|
February 12, 2020
|
Thomas H. Walker
|
|
|
|
|
|
|
|
|
|
/s/ Rachel G. Clingman
|
|
Director
|
|
February 12, 2020
|
Rachel G. Clingman
|
|
|
|
|
|
|
|
|
|
/s/ Hallie A. Vanderhider
|
|
Director
|
|
February 12, 2020
|
Hallie A. Vanderhider
|
|
|
|
|
|
|
|
|
|
/s/ Martin Salinas, Jr.
|
|
Director
|
|
February 12, 2020
|
Martin Salinas, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Andrew E. Viens
|
|
Director
|
|
February 12, 2020
|
Andrew E. Viens
|
|
|
|
|
•
|
represents that the transferee has the capacity, power and authority to become bound by our partnership agreement;
|
•
|
automatically agrees to be bound by the terms and conditions of, and is deemed to have executed, our partnership agreement; and
|
•
|
gives the consents, waivers and approvals contained in our partnership agreement.
|
•
|
less, the amount of cash reserves established by our general partner to:
|
•
|
provide for the proper conduct of our business (including reserves for our future capital expenditures, future acquisitions and for anticipated future credit needs);
|
•
|
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
|
•
|
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 $0.375 on all common units);
|
•
|
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.
|
•
|
Net Income is allocated:
|
•
|
First, to the general partner until the aggregate amount of Net Income previously allocated to the general partner for the current and all previous taxable periods is equal to the aggregate amount of Net Loss allocated to the general partner for all previous taxable periods; and
|
•
|
Thereafter, to the unitholders, in accordance with their percentage interests.
|
•
|
Net Loss is allocated:
|
•
|
First, to the unitholders, in accordance with their percentage interests, until the capital accounts of the unitholders have been reduced to zero; and
|
•
|
Thereafter, 100% to the general partner.
|
Issuance of additional partnership interests .........
|
No approval rights.
|
Amendment of our partnership agreement ...........
|
Certain amendments may be made by the general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read “—Amendment of Our Partnership Agreement.”
|
all or substantially all of our assets ......................
|
Unit majority. Please read “—Merger, Consolidation, Conversion, Sale or Other Disposition of Assets.”
|
Dissolution of our partnership .............................
|
Unit majority. Please read “—Termination and Dissolution.”
|
Continuation of our business upon dissolution ....
|
Unit majority. Please read “—Termination and Dissolution.”
|
Withdrawal of the general partner .......................
|
Under most circumstances, the approval of unitholders holding at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of the general partner prior to the tenth anniversary of the closing of our initial public offering (“IPO”), in a manner which would cause a dissolution of our partnership. Please read “—Withdrawal or Removal of Our General Partner.”
|
Removal of the general partner ............................
|
Not less than 66⅔% of the outstanding units, voting as a single class, including units held by our general partner and its affiliates, for cause. Please read “—Withdrawal or Removal of Our General Partner.”
|
Transfer of the general partner interest ................
|
Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our unitholders to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to, such person. The approval of a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to the tenth anniversary of the closing of our IPO.
|
in our general partner ...........................................
|
No approval right.
|
•
|
remove or replace our general partner for cause;
|
•
|
approve some amendments to our partnership agreement; or
|
•
|
take other action under our partnership agreement;
|
•
|
enlarge the obligations of any limited partner without its consent, unless such is deemed to have occurred as a result of an amendment approved by at least a majority of the type or class of limited partner interests so affected; or
|
•
|
enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without its consent, which consent may be given or withheld at its option.
|
•
|
a change in our name, the location of our principal office, our registered agent or our registered office;
|
•
|
the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;
|
•
|
a change that our general partner determines to be necessary or appropriate to qualify or continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we nor any of our subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;
|
•
|
an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents or trustees, from in any manner, being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, each as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor;
|
•
|
an amendment that (i) sets forth the designations, preferences, rights, powers and duties of any class or series of partnership interests or (ii) our general partner determines to be necessary, appropriate or advisable in connection with the authorization or issuance of additional partnership interests;
|
•
|
any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;
|
•
|
an amendment effected, necessitated or contemplated by a merger agreement or plan of conversion that has been approved under the terms of our partnership agreement;
|
•
|
any amendment that our general partner determines to be necessary or appropriate to reflect and account for the formation by us of, or our investment in, any corporation, partnership or other entity, in connection with our conduct of activities permitted by our partnership agreement;
|
•
|
a change in our fiscal year or taxable year and any other changes that our general partner determines to be necessary or appropriate as a result of such change;
|
•
|
mergers with, conveyances to or conversions into another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger, conveyance or conversion other than those it receives by way of the merger, conveyance or conversion; or
|
•
|
any other amendments substantially similar to any of the matters described in the clauses above.
|
•
|
do not adversely affect in any material respect the limited partners considered as a whole or any particular class of partnership interests as compared to other classes of partnership interests;
|
•
|
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
|
•
|
are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed or admitted to trading;
|
•
|
are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or
|
•
|
are required to effect the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.
|
•
|
the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal followed by approval and admission of a successor;
|
•
|
the election of our general partner to dissolve us, if approved by the holders of units representing a unit majority;
|
•
|
the entry of a decree of judicial dissolution of our partnership; or
|
•
|
there being no limited partners, unless we are continued without dissolution in accordance with the Delaware Act.
|
•
|
the action would not result in the loss of limited liability of any limited partner; and
|
•
|
neither our partnership nor any of our subsidiaries would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue (to the extent not already so treated or taxed).
|
•
|
the highest cash price paid by either our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and
|
•
|
the current market price calculated in accordance with our partnership agreement as of the date three business days before the date the notice is mailed.
|
•
|
a current list of the name and last known address of each record holder;
|
•
|
copies of our partnership agreement and our certificate of limited partnership and all amendments thereto; and
|
•
|
certain information regarding the status of our business and financial condition.
|
(a)
|
Approval of a Fundamental Change;
|
(b)
|
Admission of a new Member;
|
(d)
|
Amendment of the Certificate or this Agreement.
|
ARTICLE 1 DEFINITIONS
|
2
|
|
|
Section 1.1
|
Definitions
|
2
|
|
Section 1.2
|
Other Terms
|
16
|
|
Section 1.3
|
References and Rules of Construction
|
16
|
|
|
|
|
|
ARTICLE 2 PRODUCT DEDICATION AND REAL PROPERTY DEDICATION
|
17
|
|
|
Section 2.1
|
Producer’s Dedications
|
17
|
|
Section 2.2
|
Conflicting Dedications
|
17
|
|
Section 2.3
|
Producer’s Reservation
|
18
|
|
Section 2.4
|
Releases from Dedication
|
19
|
|
Section 2.5
|
Covenants Running with the Land
|
21
|
|
Section 2.6
|
Recording of Agreement
|
22
|
|
|
|
|
|
ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS
|
22
|
|
|
Section 3.1
|
Development Report; System Plan; Meetings
|
22
|
|
Section 3.2
|
Cancellation of Planned Wells and Planned Separator Facilities
|
27
|
|
Section 3.3
|
Temporary Services.
|
27
|
|
Section 3.4
|
Cooperation
|
29
|
|
Section 3.5
|
Grant of Access; Real Property Rights
|
29
|
|
|
|
|
|
ARTICLE 4 MEASUREMENT DEVICES
|
30
|
|
|
Section 4.1
|
Measurement Devices.
|
30
|
|
Section 4.2
|
Measurement Procedures
|
33
|
|
Section 4.3
|
Product Meter Adjustments
|
35
|
|
|
|
|
|
ARTICLE 5 TENDER, NOMINATION, AND GATHERING OF PERODUCTION
|
35
|
|
|
Section 5.1
|
Limitations on Service to Third Parties
|
35
|
|
Section 5.2
|
Tender of Dedicated Production
|
36
|
|
Section 5.3
|
Services; Service Standard
|
36
|
|
Section 5.4
|
Nominations, Scheduling, Balancing and Curtailment
|
37
|
|
Section 5.5
|
Suspension/Shutdown of Service
|
41
|
|
Section 5.6
|
Marketing and Transportation
|
42
|
|
Section 5.7
|
No Prior Flow of Product in Interstate Commerce
|
42
|
|
|
|
|
|
ARTICLE 6 FEES
|
42
|
|
|
Section 6.1
|
Fees
|
42
|
|
Section 6.2
|
Fee Adjustments Redetermination.
|
42
|
|
Section 6.3
|
Treatment of Byproducts, L&U, Fuel and Related Matters
|
45
|
|
|
|
|
|
|
|
|
ARTICLE 7 QUALITY AND PRESSURE SPECIFICATIONS
|
46
|
|
|
Section 7.1
|
Quality Specifications
|
46
|
|
Section 7.2
|
Failure to Meet Specifications
|
47
|
|
Section 7.3
|
Indemnification Regarding Quality
|
47
|
|
|
|
|
|
ARTICLE 8 TERM
|
48
|
|
|
Section 8.1
|
Term
|
48
|
|
Section 8.2
|
Effect of Termination or Expiration of the Term
|
48
|
|
|
|
|
|
ARTICLE 9 TITLE AND CUSTODY
|
48
|
|
|
Section 9.1
|
Title
|
48
|
|
Section 9.2
|
Custody
|
49
|
|
|
|
|
|
ARTICLE 10 BILLING AND PAYMENT
|
49
|
|
|
Section 10.1
|
Statements
|
49
|
|
Section 10.2
|
Payments
|
50
|
|
Section 10.3
|
Adequate Assurances
|
51
|
|
Section 10.4
|
Audit
|
51
|
|
|
|
|
|
ARTICLE 11 REMEDIES
|
52
|
|
|
Section 11.1
|
Suspension of Performance; Temporary Release from Dedication
|
52
|
|
Section 11.2
|
No Election
|
53
|
|
Section 11.3
|
Direct Damages
|
53
|
|
|
|
|
|
ARTICLE 12 FORCE MAJEURE
|
53
|
|
|
Section 12.1
|
Force Majeure
|
53
|
|
Section 12.2
|
Extension Due to Force Majeure
|
54
|
|
|
|
|
|
ARTICLE 13 CHANGE IN LAW; UNECONOMIC SERVICE
|
54
|
|
|
Section 13.1
|
Changes in Applicable Law
|
54
|
|
Section 13.2
|
Unprofitable Operations and Rights of Termination.
|
55
|
|
|
|
|
|
ARTICLE 14 REGULATORY STATUS
|
59
|
|
|
Section 14.1
|
Non-Jurisdictional System
|
59
|
|
Section 14.2
|
Government Authority Modification
|
59
|
|
|
|
|
|
ARTICLE 15 INDEMNIFICATION AND INSURANCE
|
59
|
|
|
Section 15.1
|
Reciprocal Indemnity
|
59
|
|
Section 15.2
|
Indemnification Regarding Third Parties
|
60
|
|
Section 15.3
|
Penalties
|
60
|
|
Section 15.4
|
Insurance
|
61
|
|
|
|
|
|
|
|
|
A.
|
Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Dedication Area (defined below) that require services related to the low pressure gathering and compressing of Product (defined below).
|
B.
|
Producer wishes to obtain such low pressure gathering and compression services from each Midstream Co (defined below) that executes and delivers an Agreement Addendum (defined below) pursuant to these Agreement Terms and Conditions, as modified by the applicable Agreement Addendum.
|
C.
|
Producer desires to dedicate all Dedicated Production (defined below) that is attributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area (defined below) to the Individual System (defined below) for the provision of low pressure gathering and compression services.
|
D.
|
Each Midstream Co that executes and delivers an Agreement Addendum owns and operates an Individual System that gathers gas from certain oil and gas leases and other interests.
|
(A)
|
No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.2. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions.
|
(B)
|
If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1. Beginning on the first day Midstream Co receives Dedicated Production Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System
|
(A)
|
Original Producer shall give Midstream Co at least 60 Days’ prior written notice of the Proposed Transaction, which notice shall be by email from an authorized officer of Producer holding an office of vice president or more senior and shall include (1) descriptions of the Inbound Acreage (including section, township and range (or similar information), an estimate of the number of gross acres in a lease multiplied by the lessor’s mineral interest (“Lease Acres”), Net Acres, Lease Acres multiplied by the applicable net revenue interest (“Net Revenue Acres”), and the portion of such Lease Acres that Original Producer anticipates it would operate, if it acquires such acreage), (2) descriptions of the Outbound Acreage (including section, township and range (or similar information), an estimate of the number of Lease Acres, Net Acres, Net Revenue Acres, and the portion of such Lease Acres that Producer anticipates it would have operated, had it not assigned such acreage) and reasonably detailed supporting documentation of Producer’s analysis pursuant to clauses “(v)” through “(z)” above, (3) name of the entity or entities that are counterparties to the Proposed Transaction, if not confidential, (4) a detailed description of the Services that would be provided on the Outbound Acreage vs. the Inbound Acreage, (5) the value that Producer anticipates that it would receive if Producer consummates the Proposed Transaction and the value that Producer anticipates it will lose if it does not consummate the Proposed Transaction, and (6) any other information as Producer determines to be germane;
|
(B)
|
The intended execution date for the Proposed Transaction and the intended closing date for the Proposed Transaction;
|
(C)
|
Midstream Co shall have 15 Business Days to provide written notice to Original Producer if it disputes that the Outbound Acreage and
|
(D)
|
Producer shall reimburse Midstream Co in full for all actual costs and expenses incurred by Midstream Co to install, build, construct, or otherwise place into service infrastructure for the Outbound Acreage, so long as Midstream Co had informed Producer of its intention to install, build, construct or otherwise place into service the applicable infrastructure by inclusion of same in a System Plan delivered prior to the closing of the applicable Transfer.
|
NOBLE MIDSTREAM PARTNERS LP
|
||
By: Noble Midstream GP LLC, its general partner
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
NOBLE ENERGY, INC.
|
||
|
||
By: /s/ Aaron G. Carlson
|
||
Name:
Title:
|
Aaron G. Carlson
Vice President
|
|
SECTION 1.
|
Commitment Increase.
|
SECTION 2.
|
Amendment of Revolving Credit Agreement.
|
SECTION 6.
|
Effect of this Agreement.
|
NOBLE MIDSTREAM SERVICES, LLC,
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
NOBLE MIDSTREAM PARTNERS LP,
|
||
By: Noble Midstream GP LLC, its sole general partner
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
BLACK DIAMOND GATHERING HOLDINGS LLC
|
||
By: Laramie River DevCo LP, its sole member
|
||
By: Laramie River DevCo GP LLC, its sole general partner
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
BLANCO RIVER DEVCO GP LLC
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
BLANCO RIVER DEVCO LP
|
||
By: Blanco River DevCo GP LLC, its sole general partner
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
COLORADO RIVER DEVCO GP LLC
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
COLORADO RIVER DEVCO LP
|
||
By: Colorado River DevCo GP LLC, its sole general partner
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
DOS RIOS RIVER DEVCO LLC
|
||
By: Noble Midstream Services, LLC, a Delaware limited liability company, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
DOS RIOS Y-GRADE HOLDINGS LLC
|
||
By: Dos Rios DevCo LLC, a Delaware limited liability company, its sole member
|
||
By: Noble Midstream Services, LLC, a Delaware limited liability company, sole member of Dos Rios DevCo LLC
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
DOS RIOS CRUDE HOLDINGS LLC
|
||
By: Dos Rios DevCo LLC, a Delaware limited liability company, its sole member
|
||
By: Noble Midstream Services, LLC, a Delaware limited liability company, sole member of Dos Rios DevCo LLC
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
GREEN RIVER DEVCO GP LLC
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
GREEN RIVER DEVCO LP
|
||
By: Green River DevCo GP LLC, its sole general partner
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
LARAMIE RIVER DEVCO GP LLC
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
LARAMIE RIVER DEVCO LP
|
||
By: Laramie River DevCo GP LLC, its sole general partner
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
NOBLE MIDSTREAM HOLDINGS LLC
|
||
By: /s/ Phillip S. Welborn
|
||
Name:
Title:
|
Phillip S. Welborn
Vice President - Accounting
|
|
SAN JUAN RIVER DEVCO GP LLC
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
SAN JUAN RIVER DEVCO LP
|
||
By: San Juan River DevCo GP LLC, its sole general partner
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
TRINITY RIVER DEVCO LLC
|
||
By: Noble Midstream Services, LLC, its sole member
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
CLAYTON WILLIAMS PIPELINE LLC
|
||
By: /s/ Phillip S. Welborn
|
||
Name:
Title:
|
Phillip S. Welborn
Vice President - Accounting
|
|
JPMORGAN CHASE BANK, N.A., individually and as the Administrative Agent, a Swing Line Lender and an L/C Issuer,
|
||
By: /s/ Arina Mavilian
|
||
Name:
Title:
|
Arina Mavilian
Authorized Signatory
|
|
By: /s/ Greg M. Hall
|
|
Name:
Title:
|
Greg M. Hall
Vice President
|
By: /s/ Maureen Maroney
|
|
Name:
Title:
|
Maureen Maroney
Vice President
|
By: /s/ Andrew J. Shohet
|
|
Name:
Title:
|
Andrew J. Shohet
Senior Vice President
|
By: /s/ Jessika Larsson
|
|
Name:
Title:
|
Jessika Larsson
Vice President
|
By: /s/ Andrew J. Shohet
|
|
Name:
Title:
|
Andrew J. Shohet
Senior Vice President
|
By: /s/ Jessika Larsson
|
|
Name:
Title:
|
Jessika Larsson
Vice President
|
By: /s/ Donna DeMagistris
|
|
Name:
Title:
|
Donna DeMagistris
Authorized Signatory
|
By: /s/ Stephen W. Warfel
|
|
Name:
Title:
|
Stephen W. Warfel
Managing Director
|
By: /s/ Matthew Davis
|
|
Name:
Title:
|
Matthew Davis
Director
|
By: /s/ Sydney G. Dennis
|
|
Name:
Title:
|
Sydney G. Dennis
Director
|
By: /s/ Mark H. Wolf
|
|
Name:
Title:
|
Mark H. Wolf
SVP
|
By: /s/ Trevor Mulligan
|
|
Name:
Title:
|
Trevor Mulligan
Financing Manager
|
By: /s/ Mohamed Al-Serri
|
|
Name:
Title:
|
Mohamed Al-Serri
Senior Associate
|
By: /s/ Ryan Durkin
|
|
Name:
Title:
|
Ryan Durkin
Authorized Signatory
|
By: /s/ Scott Nickel
|
|
Name:
Title:
|
Scott Nickel
Director
|
By: /s/ Diego Medina
|
|
Name:
Title:
|
Diego Medina
Director
|
By: /s/ Michael Maguire
|
|
Name:
Title:
|
Michael Maguire
Executive Director
|
By: /s/ Angela Del Duca
|
|
Name:
Title:
|
Angela Del Duca
Authorized Signatory
|
By: /s/ Brandon Dunn
|
|
Name:
Title:
|
Brandon Dunn
Director
|
By: /s/ Lincoln LaCour
|
|
Name:
Title:
|
Lincoln LaCour
Vice President
|
By: /s/ Michael Willis
|
|
Name:
Title:
|
Michael Willis
Managing Director
|
By: /s/ Dixon Schultz
|
|
Name:
Title:
|
Dixon Schultz
Managing Director
|
By: /s/ Scott Lamoreaux
|
|
Name:
Title:
|
Scott Lamoreaux
Director
|
By: /s/ Charles Hall
|
|
Name:
Title:
|
Charles Hall
Managing Director
|
By: /s/ Michael King
|
|
Name:
Title:
|
Michael King
Authorized Signatory
|
By: /s/ Yan Meunier
|
|
Name:
Title:
|
Yan Meunier
Executive Director
|
By: /s/ Ajay Prakash
|
|
Name:
Title:
|
Ajay Prakash
Director
|
By: /s/ Daniel Winters
|
|
Name:
Title:
|
Daniel Winters
Vice President
|
By: /s/ Grace Garcia
|
|
Name:
Title:
|
Grace Garcia
Authorized Signatory
|
By: /s/ Justin K. Martin
|
|
Name:
Title:
|
Justin K. Martin
Director
|
By: /s/ Amit Wynalda
|
|
Name:
Title:
|
Amit Wynalda
Executive Director
|
By: /s/ Yeo How Ngee
|
|
Name:
Title:
|
Yeo How Ngee
Managing Director
|
By: /s/ Larry Hayes
|
|
Name:
Title:
|
Larry Hayes
Director
|
Lender
|
Increase in Commitment
|
Total Commitment After Giving Effect to the Increase in the Commitment
|
JPMorgan Chase Bank, N.A.
|
$24,875,000
|
$77,375,000
|
Bank of America, N.A.
|
$24,875,000
|
$77,375,000
|
Citibank, N.A.
|
$24,875,000
|
$77,375,000
|
DNB Capital LLC
|
$24,875,000
|
$77,375,000
|
Mizuho Bank, Ltd.
|
$24,875,000
|
$77,375,000
|
MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
|
$24,875,000
|
$77,375,000
|
BMO Harris Bank, N.A.
|
$20,500,000
|
$67,500,000
|
Barclays Bank PLC
|
$14,250,000
|
$46,250,000
|
BBVA, USA
|
$14,250,000
|
$46,250,000
|
Export Development Canada
|
$14,250,000
|
$46,250,000
|
Goldman Sachs Bank USA
|
$14,250,000
|
$46,250,000
|
The Bank of Nova Scotia, Houston Branch
|
$14,250,000
|
$46,250,000
|
Societe Generale
|
$14,250,000
|
$46,250,000
|
Sumitomo Mitsui Banking Corporation
|
$14,250,000
|
$46,250,000
|
The Toronto-Dominion Bank, New York Branch
|
$14,250,000
|
$46,250,000
|
Wells Fargo Bank, National Association
|
$14,250,000
|
$46,250,000
|
Truist Bank (formerly known as Branch Banking and Trust Company)
|
$13,000,000
|
$28,000,000
|
Crédit Agricole Corporate and Investment Bank
|
$6,500,000
|
$21,500,000
|
ING Capital LLC
|
$6,500,000
|
$21,500,000
|
Morgan Stanley Bank, N.A.
|
$6,500,000
|
$21,500,000
|
Natixis, New York Branch
|
$6,500,000
|
$21,500,000
|
PNC Bank, National Association
|
$6,500,000
|
$21,500,000
|
Lender
|
Increase in Commitment
|
Total Commitment After Giving Effect to the Increase in the Commitment
|
Royal Bank of Canada
|
$6,500,000
|
$21,500,000
|
ABN AMRO Capital USA LLC
|
$0
|
$15,000,000
|
DBS Bank Ltd.
|
$0
|
$15,000,000
|
Fifth Third Bank, National Association
|
$0
|
$15,000,000
|
Total
|
$350,000,000
|
$1,150,000,000
|
Article I DEFINITIONS AND ACCOUNTING TERMS
|
1
|
|
|
|
|
1.01 Defined Terms
|
1
|
|
1.02 Other Interpretive Provisions
|
33
|
|
1.03 Accounting Terms
|
34
|
|
1.04 Interest Rate; LIBOR Notification
|
35
|
|
1.05 Rounding
|
35
|
|
1.06 References to Agreements and Laws
|
35
|
|
1.07 Times of Day
|
36
|
|
1.08 Letter of Credit Amounts
|
36
|
|
|
|
|
Article II THE COMMITMENTS AND BORROWINGS
|
36
|
|
|
|
|
2.01 The Loans
|
36
|
|
2.02 Borrowings, Conversions and Continuations of Loans
|
36
|
|
2.03 Letters of Credit
|
37
|
|
2.04 Swing Line Loans
|
47
|
|
2.05 Prepayments
|
50
|
|
2.06 Termination or Reduction of Commitments
|
51
|
|
2.07 Repayment of Loans
|
51
|
|
2.08 Interest
|
51
|
|
2.09 Fees
|
52
|
|
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
|
52
|
|
2.11 Evidence of Debt
|
53
|
|
2.12 Payments Generally
|
54
|
|
2.13 Sharing of Payments
|
55
|
|
2.14 Cash Collateral
|
56
|
|
2.15 Increase in Aggregate Commitment
|
57
|
|
2.16 Maturity Extension Requests
|
59
|
|
2.17 Defaulting Lenders
|
61
|
|
|
|
|
Article III TAXES, YIELD PROTECTION AND ILLEGALITY
|
64
|
|
|
|
|
3.01 Taxes
|
64
|
|
3.02 Illegality
|
68
|
|
3.03 Inability to Determine Rates
|
69
|
|
3.04 Increased Cost and Reduced Return; Capital Adequacy and Liquidity
|
70
|
|
3.05 Funding Losses
|
71
|
|
3.06 Mitigation Obligations; Designation of a Different Lending Office
|
72
|
|
3.07 Matters Applicable to all Requests for Compensation
|
72
|
|
3.08 Survival
|
72
|
|
|
|
|
Article IV CONDITIONS PRECEDENT TO RESTATEMENT CLOSING DATE AND TO CREDIT EXTENSIONS
|
72
|
|
|
|
|
4.01 Conditions to Restatement Closing Date
|
72
|
|
4.02 Conditions to all Credit Extensions
|
73
|
|
|
|
|
Article V REPRESENTATIONS AND WARRANTIES
|
73
|
|
|
|
|
5.01 Corporate Existence and Power
|
73
|
|
5.02 Corporate and Governmental Authorization; No Contravention; No Default
|
73
|
|
5.03 Binding Effect
|
74
|
|
5.04 Financial Information
|
74
|
|
5.05 Litigation
|
74
|
|
5.06 Compliance with ERISA
|
75
|
|
5.07 Environmental Matters
|
75
|
|
5.08 Taxes
|
75
|
|
5.09 Subsidiaries
|
76
|
|
5.10 Regulatory Restrictions on Borrowing; Margin Regulations
|
76
|
|
5.11 Full Disclosure
|
76
|
|
5.12 Compliance with Laws
|
76
|
|
5.13 Ownership of Property; No Liens; Insurance
|
76
|
|
5.14 Solvency
|
77
|
|
5.15 Patriot Act
|
77
|
|
5.16 Anti-Corruption Laws and Sanctions
|
77
|
|
5.17 Material Contracts
|
77
|
|
5.18 EEA Financial Institutions
|
77
|
|
|
|
|
Article VI AFFIRMATIVE COVENANTS
|
78
|
|
|
|
|
6.01 Information; Notices of Material Events
|
78
|
|
6.02 Payment of Taxes and Obligations
|
81
|
|
6.03 Maintenance of Property; Insurance
|
81
|
|
6.04 Conduct of Business and Maintenance of Existence
|
81
|
|
6.05 Compliance with Laws
|
81
|
|
6.06 Inspection of Property, Books and Records
|
82
|
|
6.07 Use of Proceeds
|
82
|
|
6.08 Governmental Approvals and Filings
|
82
|
|
6.09 Material Contracts
|
82
|
|
6.10 Guarantee Matters
|
82
|
|
6.11 Subsidiaries
|
83
|
|
|
|
|
|
|
Article VII NEGATIVE COVENANTS
|
84
|
|
|
|
|
7.01 Liens
|
84
|
|
7.02 Financial Covenants
|
87
|
|
7.03 Transactions with Affiliates
|
87
|
|
7.04 Restricted Payments
|
88
|
|
7.05 Mergers and Fundamental Changes
|
88
|
|
7.06 Change in Nature of Business
|
89
|
|
7.07 Use of Proceeds
|
89
|
|
7.08 Dispositions
|
89
|
|
7.09 Debt
|
90
|
|
7.10 Changes in Fiscal Year; Organization Documents
|
92
|
|
7.11 Subsidiaries
|
93
|
|
7.12 Swap Contracts
|
93
|
|
|
|
|
Article VIII EVENTS OF DEFAULT AND REMEDIES
|
94
|
|
|
|
|
8.01 Events of Default
|
94
|
|
8.02 Remedies Upon Event of Default
|
96
|
|
8.03 Application of Funds
|
96
|
|
|
|
|
Article IX ADMINISTRATIVE AGENT
|
97
|
|
|
|
|
9.01 Appointment and Authorization of Administrative Agent
|
97
|
|
9.02 Rights as a Lender
|
98
|
|
9.03 Exculpatory Provisions
|
98
|
|
9.04 Reliance by Administrative Agent
|
99
|
|
9.05 Indemnification of Administrative Agent and L/C Issuers
|
99
|
|
9.06 Delegation of Duties
|
100
|
|
9.07 Resignation of Administrative Agent
|
100
|
|
9.08 Non-Reliance on Administrative Agent and Other Lenders
|
101
|
|
9.09 No Other Duties, Etc
|
101
|
|
9.10 Administrative Agent May File Proofs of Claim
|
101
|
|
9.11 Certain ERISA Matters
|
102
|
|
|
|
|
Article X MISCELLANEOUS
|
104
|
|
|
|
|
10.01 Amendments, Etc
|
104
|
|
10.02 Notices; Effectiveness; Electronic Communication
|
106
|
|
10.03 No Waiver; Cumulative Remedies
|
108
|
|
10.04 Attorney Costs, Expenses and Taxes
|
108
|
|
10.05 Indemnification; Damage Waiver
|
108
|
|
10.06 Payments Set Aside
|
110
|
|
10.07 Successors and Assigns
|
110
|
|
10.08 Confidentiality
|
116
|
|
10.09 Set-off
|
117
|
|
10.10 Interest Rate Limitation
|
117
|
|
10.11 Counterparts
|
117
|
|
10.12 Integration
|
117
|
|
10.13 Survival of Representations and Warranties
|
118
|
|
10.14 Severability
|
118
|
|
10.15 Reserved
|
118
|
|
10.16 Replacement of Lenders
|
118
|
|
10.17 Governing Law; Jurisdiction
|
119
|
|
10.18 No Advisory or Fiduciary Responsibility
|
120
|
|
10.19 Waiver of Right to Trial by Jury
|
121
|
|
10.20 USA PATRIOT Act Notice
|
121
|
|
10.21 Entire Agreement
|
121
|
|
10.22 No General Partner’s Liability for Revolving Facility
|
121
|
|
10.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
|
122
|
|
Pricing Level
|
Consolidated Leverage
Ratio |
Commitment Fee Rate
|
Eurodollar Rate
|
Letters of Credit
|
Base
Rate |
1
|
Less than 2.75 to 1.00
|
0.200%
|
1.250%
|
1.250%
|
0.250%
|
2
|
Greater than or equal to 2.75 to 1.00 but less than 3.50 to 1.00
|
0.225%
|
1.375%
|
1.375%
|
0.375%
|
3
|
Greater than or equal to 3.50 to 1.00 but less than 4.25 to 1.00
|
0.275%
|
1.500%
|
1.500%
|
0.500%
|
4
|
Greater than or equal to 4.25 to 1.00
|
0.325%
|
1.750%
|
1.750%
|
0.750%
|
Pricing Level
|
Public Debt Ratings
S&P/Moody’s |
Commitment Fee Rate
|
Eurodollar Rate
|
Letters of Credit
|
Base
Rate |
1
|
BBB+/Baa1 or higher
|
0.125%
|
1.125%
|
1.125%
|
0.125%
|
2
|
BBB/Baa2
|
0.175%
|
1.250%
|
1.250%
|
0.250%
|
3
|
BBB-/Baa3
|
0.200%
|
1.500%
|
1.500%
|
0.500%
|
4
|
BB+/Ba1or lower
|
0.250%
|
1.750%
|
1.750%
|
0.750%
|
|
|
Page
|
|
ARTICLE 1 DEFINITIONS
|
2
|
|
|
|
|
|
|
Section 1.1
|
Definitions
|
2
|
|
Section 1.2
|
Other Terms
|
13
|
|
Section 1.3
|
References and Rules of Construction
|
13
|
|
|
|
|
|
ARTICLE 2 PRODUCT DEDICATION AND REAL PROPERTY DEDICATION
|
13
|
|
|
|
|
|
|
Section 2.1
|
Producer’s Dedications
|
13
|
|
Section 2.2
|
Conflicting Dedications
|
14
|
|
Section 2.3
|
Producer’s Reservation
|
14
|
|
Section 2.4
|
Releases from Dedication
|
15
|
|
Section 2.5
|
Covenants Running with the Land
|
17
|
|
Section 2.6
|
Recording of Agreement
|
17
|
|
|
|
|
|
ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS
|
17
|
|
|
|
|
|
|
Section 3.1
|
Development Report; System Plan; Meetings
|
17
|
|
Section 3.2
|
Cancellation of Planned Wells and Planned Separator Facilities
|
21
|
|
Section 3.3
|
Temporary Services
|
21
|
|
Section 3.4
|
Cooperation
|
22
|
|
Section 3.5
|
Grant of Access; Real Property Rights
|
22
|
|
|
|
|
|
ARTICLE 4 MEASUREMENT DEVICES
|
23
|
|
|
|
|
|
|
Section 4.1
|
Measurement Devices
|
23
|
|
Section 4.2
|
Measurement Procedures
|
25
|
|
Section 4.3
|
Product Meter Adjustments
|
27
|
|
|
|
|
|
ARTICLE 5 TENDER, NOMINATION, AND GATHERING OF PRODUCTION
|
27
|
|
|
|
|
|
|
Section 5.1
|
Limitations on Service to Third Parties
|
27
|
|
Section 5.2
|
Tender of Production
|
27
|
|
Section 5.3
|
Services; Service Standard
|
28
|
|
Section 5.4
|
Nominations, Scheduling, Balancing and Curtailment
|
28
|
|
Section 5.5
|
Suspension/Shutdown of Service
|
31
|
|
Section 5.6
|
Marketing and Transportation
|
32
|
|
Section 5.7
|
No Prior Flow of Product in Interstate Commerce
|
32
|
|
|
|
|
|
ARTICLE 6 FEES
|
32
|
|
|
|
|
|
Section 6.1
|
Fees
|
32
|
|
Section 6.2
|
Fee Adjustments
|
32
|
|
Section 6.3
|
Treatment of Byproducts, L&U, Fuel and Related Matters
|
34
|
|
|
|
|
|
ARTICLE 7 QUALITY AND PRESSURE SPECIFICATIONS
|
35
|
|
|
|
|
|
|
Section 7.1
|
Quality Specifications
|
35
|
|
Section 7.2
|
Failure to Meet Specifications
|
36
|
|
Section 7.3
|
Indemnification Regarding Quality
|
36
|
|
|
|
|
|
ARTICLE 8 TERM
|
36
|
|
|
|
|
|
|
Section 8.1
|
Term
|
37
|
|
Section 8.2
|
Effect of Termination or Expiration of the Term
|
37
|
|
|
|
|
|
ARTICLE 9 TITLE AND CUSTODY
|
37
|
|
|
|
|
|
|
Section 9.1
|
Title
|
37
|
|
Section 9.2
|
Custody
|
37
|
|
|
|
|
|
ARTICLE 10 BILLING AND PAYMENT
|
37
|
|
|
|
|
|
|
Section 10.1
|
Statements
|
37
|
|
Section 10.2
|
Payments
|
38
|
|
Section 10.3
|
Adequate Assurances
|
39
|
|
Section 10.4
|
Audit
|
39
|
|
|
|
|
|
ARTICLE 11 REMEDIES
|
39
|
|
|
|
|
|
|
Section 11.1
|
Suspension of Performance; Temporary Release from Dedication
|
39
|
|
Section 11.2
|
No Election
|
40
|
|
Section 11.3
|
DIRECT DAMAGES
|
40
|
|
|
|
|
|
ARTICLE 12 FORCE MAJEURE
|
40
|
|
|
|
|
|
|
Section 12.1
|
Force Majeure
|
40
|
|
Section 12.2
|
Extension Due to Force Majeure
|
41
|
|
|
|
|
|
ARTICLE 13 CHANGE IN LAW; UNECONOMIC SERVICE
|
41
|
|
|
|
|
|
|
Section 13.1
|
Changes in Applicable Law
|
41
|
|
Section 13.2
|
Unprofitable Operations and Rights of Termination
|
42
|
|
|
|
|
|
ARTICLE 14 REGULATORY STATUS
|
44
|
|
|
|
|
|
|
Section 14.1
|
Non-Jurisdictional System
|
45
|
|
Section 14.2
|
Government Authority Modification
|
45
|
|
|
|
|
|
ARTICLE 15 INDEMNIFICATION AND INSURANCE
|
45
|
|
|
|
|
|
|
Section 15.1
|
Reciprocal Indemnity
|
45
|
|
Section 15.2
|
Indemnification Regarding Third Parties
|
46
|
|
Section 15.3
|
Penalties
|
46
|
|
Section 15.4
|
Insurance
|
46
|
|
|
|
|
|
ARTICLE 16 ASSIGNMENT
|
46
|
|
|
|
|
|
|
Section 16.1
|
Assignment of Rights and Obligations under this Agreement
|
46
|
|
Section 16.2
|
Pre-Approved Assignments
|
47
|
|
Section 16.3
|
Change of Control
|
49
|
|
|
|
|
|
ARTICLE 17 OTHER PROVISIONS
|
49
|
|
|
|
|
|
|
Section 17.1
|
Relationship of the Parties
|
49
|
|
Section 17.2
|
Notices
|
49
|
|
Section 17.3
|
Entire Agreement; Conflicts
|
50
|
|
Section 17.4
|
Waivers; Rights Cumulative
|
50
|
|
Section 17.5
|
Amendment
|
50
|
|
Section 17.6
|
Governing Law; Arbitration
|
50
|
|
Section 17.7
|
Parties in Interest
|
51
|
|
Section 17.8
|
Preparation of Agreement
|
51
|
|
Section 17.9
|
Severability
|
51
|
|
Section 17.10
|
Counterparts
|
51
|
|
Section 17.11
|
Confidentiality
|
51
|
|
|
|
|
|
EXHIBITS
|
|||
EXHIBIT A
|
SERVICE AREA
|
|
|
EXHIBIT B
|
INSURANCE
|
|
|
EXHIBIT C
|
DOWNTIME FEE REDUCTION
|
|
|
EXHIBIT D
|
OPERATING PRESSURE FEE REDUCTION
|
|
|
EXHIBIT E
|
FORM OF RECORDING MEMORANDUM
|
|
A.
|
Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Service Area (defined below) that require services related to the gathering of hydrocarbons.
|
B.
|
Producer wishes to obtain such gathering services from each Midstream Co (defined below) that executes and delivers a Midstream Agreement Addendum (defined below) pursuant to these Agreement Terms and Conditions, as modified by the applicable Midstream Agreement Addendum.
|
C.
|
Producer desires to dedicate all gas it Controls (defined below) that is attributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area (defined below) to the Individual System (defined below).
|
D.
|
Each Midstream Co that executes and delivers a Midstream Agreement Addendum owns and operates an Individual System that gathers gas from certain oil and gas leases and other interests.
|
E.
|
OpCo (defined below) owns, directly or indirectly, the Controlling equity interests in each Original Midstream Co (defined below) and intends to assist all of the Original Midstream Cos to, collectively, provide all of the Services (defined below) required by Producer hereunder, as provided in the OpCo Agreement Addendum (defined below).
|
(A)
|
No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.2. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions.
|
(B)
|
If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated
|
(A)
|
Original Producer shall give Midstream Co at least 60 Days’ prior written notice of the Proposed Transaction, which notice shall be by email from an authorized officer of Producer holding an office of vice president or more senior and shall include (1) descriptions of the Inbound Acreage (including section, township and range (or similar information), an estimate of the number of gross acres in a lease multiplied by the lessor’s mineral interest (“Lease Acres”), Net Acres, Lease Acres multiplied by the applicable net revenue interest (“Net Revenue Acres”), and the portion of such Lease Acres that Original Producer anticipates it would operate, if it acquires such acreage), (2) descriptions of the Outbound Acreage (including section, township and range (or similar information), an estimate of the number of Lease Acres, Net Acres, Net Revenue Acres, and the portion of such Lease Acres that Producer anticipates it would have operated, had it not assigned such acreage) and reasonably detailed supporting documentation of Producer’s analysis pursuant to clauses “(v)” through “(z)” above, (3) name of the entity or entities that are counterparties to the Proposed Transaction, if not confidential, (4) a detailed description of the Services that would be provided on the Outbound Acreage vs. the Inbound Acreage, (5) the value that Producer anticipates that it would receive if Producer consummates the Proposed Transaction and the value that Producer anticipates it will lose if it does not consummate the Proposed Transaction, and (6) any other information as Producer determines to be germane;
|
(B)
|
The intended execution date for the Proposed Transaction and the intended closing date for the Proposed Transaction;
|
(C)
|
Midstream Co shall have 15 Business Days to provide written notice to Original Producer if it disputes that the Outbound Acreage and Inbound Acreage are equivalent, together with reasonably detailed supporting documentation; and
|
(D)
|
Producer shall reimburse Midstream Co in full for all actual costs and expenses incurred by Midstream Co to install, build, construct or otherwise place into service infrastructure for the Outbound Acreage, so long as Midstream Co had informed Producer of its intention to install, build, construct or otherwise place into service the applicable infrastructure by inclusion of same in a System Plan delivered prior to the closing of the applicable Transfer.
|
NOBLE MIDSTREAM PARTNERS LP
|
||
By: Noble Midstream GP LLC, its general partner
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
NOBLE ENERGY, INC.
|
||
|
||
By: /s/ Aaron G. Carlson
|
||
Name:
Title:
|
Aaron G. Carlson
Vice President
|
|
NOBLE MIDSTREAM SERVICES, LLC
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
|
|
PAGE
|
ARTICLE 1 DEFINITIONS
|
2
|
|
|
|
|
Section 1.1
|
Definitions
|
2
|
Section 1.2
|
Other Terms
|
13
|
Section 1.3
|
References and Rules of Construction
|
13
|
|
|
|
ARTICLE 2 PRODUCT DEDICATION AND REAL PROPERTY DEDICATION
|
14
|
|
|
|
|
Section 2.1
|
Producer’s Dedications
|
14
|
Section 2.2
|
Conflicting Dedications
|
14
|
Section 2.3
|
Producer’s Reservation
|
15
|
Section 2.4
|
Releases from Dedication
|
15
|
Section 2.5
|
Covenants Running with the Land
|
18
|
Section 2.6
|
Recording of Agreement
|
18
|
|
|
|
ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS
|
18
|
|
|
|
|
Section 3.1
|
Development Report; System Plan; Meetings
|
18
|
Section 3.2
|
Expansion of System and Connection of Separator Facilities
|
22
|
Section 3.3
|
Temporary Services
|
23
|
Section 3.4
|
Cooperation
|
23
|
Section 3.5
|
Grant of Access; Real Property Rights
|
24
|
|
|
|
ARTICLE 4 MEASUREMENT DEVICES
|
25
|
|
|
|
|
Section 4.1
|
Measurement Devices
|
25
|
Section 4.2
|
Measurement Procedures
|
27
|
Section 4.3
|
Product Meter Adjustments
|
28
|
|
|
|
ARTICLE 5 TENDER, NOMINATION, AND GATHERING OF PRODUCTION
|
28
|
|
|
|
|
Section 5.1
|
Limitations on Service to Third Parties
|
28
|
Section 5.2
|
Tender of Dedicated Production
|
28
|
Section 5.3
|
Services; Service Standard
|
29
|
Section 5.4
|
Designation of Recycling or Disposal, Nominations, Scheduling, and Curtailment
|
30
|
Section 5.5
|
Suspension/Shutdown of Service
|
30
|
|
|
|
|
|
|
|
|
|
ARTICLE 6 FEES
|
31
|
|
|
|
|
Section 6.1
|
Fees
|
31
|
Section 6.2
|
Fee Adjustments
|
31
|
Section 6.3
|
Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters
|
32
|
|
|
|
ARTICLE 7 QUALITY SPECIFICATIONS
|
34
|
|
|
|
|
Section 7.1
|
Quality Specification
|
34
|
Section 7.2
|
Failure to Meet Specifications
|
34
|
Section 7.3
|
Indemnification Regarding Quality
|
35
|
|
|
|
ARTICLE 8 TERM
|
35
|
|
|
|
|
Section 8.1
|
Term
|
35
|
Section 8.2
|
Effect of Termination or Expiration of the Term
|
35
|
|
|
|
ARTICLE 9 TITLE AND CUSTODY
|
36
|
|
|
|
|
Section 9.1
|
Title
|
36
|
Section 9.2
|
Custody
|
36
|
|
|
|
ARTICLE 10 BILLING AND PAYMENT
|
36
|
|
|
|
|
Section 10.1
|
Statements
|
36
|
Section 10.2
|
Payments
|
37
|
Section 10.3
|
Adequate Assurances
|
37
|
Section 10.4
|
Audit
|
38
|
|
|
|
ARTICLE 11 REMEDIES
|
38
|
|
|
|
|
Section 11.1
|
Suspension of Performance; Temporary Release from Dedication
|
38
|
Section 11.2
|
No Election
|
39
|
Section 11.3
|
DIRECT DAMAGES
|
39
|
|
|
|
ARTICLE 12 FORCE MAJEURE
|
39
|
|
|
|
|
Section 12.1
|
Force Majeure
|
39
|
Section 12.2
|
Extension Due to Force Majeure
|
40
|
|
|
|
|
|
|
|
|
|
ARTICLE 13 CHANGE IN LAW; UNECONOMIC SERVICE
|
40
|
|
|
|
|
Section 13.1
|
Changes in Applicable Law
|
40
|
Section 13.2
|
Unprofitable Operations and Rights of Termination
|
41
|
|
|
|
Article 14 RESERVED
|
44
|
|
|
|
|
ARTICLE 15 INDEMNIFICATION AND INSURANCE
|
44
|
|
|
|
|
Section 15.1
|
Reciprocal Indemnity
|
44
|
Section 15.2
|
Indemnification Regarding Third Parties
|
45
|
Section 15.3
|
Penalties
|
45
|
Section 15.4
|
Insurance
|
45
|
|
|
|
ARTICLE 16 ASSIGNMENT
|
45
|
|
|
|
|
Section 16.1
|
Assignment of Rights and Obligations under this Agreement
|
45
|
Section 16.2
|
Pre-Approved Assignments
|
46
|
Section 16.3
|
Change of Control
|
48
|
|
|
|
ARTICLE 17 OTHER PROVISIONS
|
48
|
|
|
|
|
Section 17.1
|
Relationship of the Parties
|
48
|
Section 17.2
|
Notices
|
49
|
Section 17.3
|
Entire Agreement; Conflicts
|
49
|
Section 17.4
|
Waivers; Rights Cumulative
|
49
|
Section 17.5
|
Amendment
|
50
|
Section 17.6
|
Governing Law; Arbitration
|
50
|
Section 17.7
|
Parties in Interest
|
50
|
Section 17.8
|
Preparation of Agreement
|
50
|
Section 17.9
|
Severability
|
50
|
Section 17.10
|
Counterparts
|
51
|
Section 17.11
|
Confidentiality
|
51
|
|
|
|
|
|
|
|
EXHIBITS
|
|
EXHIBIT A
|
SERVICE AREA
|
|
EXHIBIT B
|
INSURANCE
|
|
EXHIBIT C
|
RESERVED
|
|
EXHIBIT D
|
FORM OF RECORDING MEMORANDUM
|
|
|
|
|
A.
|
Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Service Area (defined below) that require services related to the Product (defined below).
|
B.
|
Producer wishes to obtain such services from each Midstream Co (defined below) that executes and delivers a Midstream Agreement Addendum (defined below) pursuant to these Agreement Terms and Conditions, as modified by the applicable Midstream Agreement Addendum.
|
C.
|
Producer desires to dedicate all produced water it Controls (defined below) that is attributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area (defined below) to the Individual System (defined below).
|
D.
|
Each Midstream Co that executes and delivers a Midstream Agreement Addendum owns and operates an Individual System, which gathers Product that is produced together with Producer’s Crude Oil produced from certain oil and gas leases and other interests.
|
E.
|
OpCo (defined below) owns, directly or indirectly, the Controlling equity interests in each Original Midstream Co (defined below) and intends to assist all of the Original Midstream Cos to, collectively, provide all of the Services (defined below) required by Producer hereunder, as provided in the OpCo Agreement Addendum (defined below).
|
(A)
|
Original Producer shall give Midstream Co at least 60 Days’ prior written notice of the Proposed Transaction, which notice shall be by email from an authorized officer of Producer holding an office of vice president or more senior and shall include (1) descriptions of the Inbound Acreage (including section, township and range (or similar information), an estimate of the number of gross acres in a lease multiplied by the lessor’s mineral interest (“Lease Acres”), Net Acres, Lease Acres multiplied by the applicable net revenue interest (“Net Revenue Acres”), and the portion of such Lease Acres that Original Producer anticipates it would operate, if it acquires such acreage), (2) descriptions of the Outbound Acreage (including section, township and range (or similar information), an estimate of the number of Lease Acres, Net Acres, Net Revenue Acres, and the portion of such Lease Acres that Producer anticipates it would have operated, had it not assigned such acreage) and reasonably detailed supporting documentation of Producer’s analysis pursuant to clauses “(v)” through “(z)” above, (3) name of the entity or entities that are counterparties to the Proposed Transaction, if not confidential, (4) a detailed description of the Services that would be provided on the Outbound Acreage vs. the Inbound Acreage, (5) the value that Producer anticipates that it would receive if Producer consummates the Proposed Transaction and the value that Producer anticipates it will lose if it does not consummate the Proposed Transaction, and (6) any other information as Producer determines to be germane;
|
(B)
|
The intended execution date for the Proposed Transaction and the intended closing date for the Proposed Transaction;
|
(C)
|
Midstream Co shall have 15 Business Days to provide written notice to Original Producer if it disputes that the Outbound Acreage and Inbound Acreage are equivalent, together with reasonably detailed supporting documentation; and
|
(D)
|
Producer shall reimburse Midstream Co in full for all actual costs and expenses incurred by Midstream Co to install, build, construct or otherwise place into service infrastructure for the Outbound Acreage, so long as Midstream Co had informed Producer of its intention to install, build, construct or otherwise place into service the applicable infrastructure by inclusion of same in a System Plan delivered prior to the closing of the applicable Transfer.
|
NOBLE MIDSTREAM PARTNERS LP
|
||
By: Noble Midstream GP LLC, its general partner
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
NOBLE ENERGY, INC.
|
||
|
||
By: /s/ Aaron G. Carlson
|
||
Name:
Title:
|
Aaron G. Carlson
Vice President
|
|
NOBLE MIDSTREAM SERVICES, LLC
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
|
PAGE
|
|
|
|
|
|
|
ARTICLE 1 DEFINITIONS
|
1
|
|
|
|
|
|
|
Section 1.1
|
Definitions
|
1
|
|
Section 1.2
|
Other Terms
|
13
|
|
Section 1.3
|
References and Rules of Construction
|
13
|
|
|
|
|
|
ARTICLE 2 PRODUCT DEDICATION AND REAL PROPERTY DEDICATION
|
14
|
|
|
|
|
|
|
Section 2.1
|
Producer’s Dedications
|
14
|
|
Section 2.2
|
Conflicting Dedications
|
14
|
|
Section 2.3
|
Producer’s Reservation
|
15
|
|
Section 2.4
|
Releases from Dedication
|
15
|
|
Section 2.5
|
Covenants Running with the Land
|
17
|
|
Section 2.6
|
Recording of Agreement
|
17
|
|
|
|
|
|
ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS
|
18
|
|
|
|
|
|
|
Section 3.1
|
Development Report; System Plan; Meetings
|
18
|
|
Section 3.2
|
Cancellation of Planned Wells and Planned Separator Facilities
|
21
|
|
Section 3.3
|
Temporary Services
|
21
|
|
Section 3.4
|
Cooperation
|
22
|
|
Section 3.5
|
Grant of Access; Real Property Rights
|
22
|
|
|
|
|
|
ARTICLE MEASUREMENT DEVICES
|
24
|
|
|
|
|
|
|
Section 4.1
|
Measurement Devices
|
24
|
|
Section 4.2
|
Measurement Procedures
|
26
|
|
Section 4.3
|
Product Meter Adjustments
|
26
|
|
|
|
|
|
ARTICLE 5 TENDER, NOMINATION, AND GATHERING OF PRODUCTION
|
27
|
|
|
|
|
|
|
Section 5.1
|
Limitations on Service to Third Parties
|
27
|
|
Section 5.2
|
Tender of Production
|
27
|
|
Section 5.3
|
Services; Service Standard
|
27
|
|
Section 5.4
|
Designation of Recycling or Disposal
|
28
|
|
Section 5.5
|
Suspension/Shutdown of Service
|
28
|
|
Section 5.6
|
Transportation and Disposal
|
29
|
|
|
|
|
|
ARTICLE 6 FEES
|
29
|
|
|
|
|
|
Section 6.1
|
Fees
|
29
|
|
Section 6.2
|
Fee Adjustments
|
30
|
|
Section 6.3
|
Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters
|
31
|
|
|
|
|
|
ARTICLE 7 QUALITY SPECIFICATIONS
|
32
|
|
|
|
|
|
|
Section 7.1
|
Quality Specification
|
32
|
|
Section 7.2
|
Failure to Meet Specifications
|
32
|
|
Section 7.3
|
Indemnification Regarding Quality
|
33
|
|
|
|
|
|
ARTICLE 8 TERM
|
33
|
|
|
|
|
|
|
Section 8.1
|
Term
|
33
|
|
Section 8.2
|
Effect of Termination or Expiration of the Term
|
33
|
|
|
|
|
|
ARTICLE 9 TITLE AND CUSTODY
|
34
|
|
|
|
|
|
|
Section 9.1
|
Title
|
34
|
|
Section 9.2
|
Custody
|
34
|
|
|
|
|
|
ARTICLE 10 BILLING AND PAYMENT
|
34
|
|
|
|
|
|
|
Section 10.1
|
Statements
|
34
|
|
Section 10.2
|
Payments
|
35
|
|
Section 10.3
|
Adequate Assurances
|
35
|
|
Section 10.4
|
Audit
|
36
|
|
|
|
|
|
ARTICLE 11 REMEDIES
|
36
|
|
|
|
|
|
|
Section 11.1
|
Suspension of Performance; Temporary Release from Dedication
|
36
|
|
Section 11.2
|
No Election
|
37
|
|
Section 11.3
|
DIRECT DAMAGES
|
37
|
|
|
|
|
|
ARTICLE 12 FORCE MAJEURE
|
37
|
|
|
|
|
|
|
Section 12.1
|
Force Majeure
|
37
|
|
Section 12.2
|
Extension Due to Force Majeure
|
37
|
|
|
|
|
|
ARTICLE 13 CHANGE IN LAW; UNECONOMIC SERVICE
|
38
|
|
|
|
|
|
|
Section 13.1
|
Changes in Applicable Law
|
38
|
|
Section 13.2
|
Unprofitable Operations and Rights of Termination
|
38
|
|
|
|
|
|
ARTICLE 14 RESERVED
|
41
|
|
|
|
|
|
|
Article 15 Indemnification and Insurance
|
42
|
|
|
|
|
|
|
Section 15.1
|
Reciprocal Indemnity
|
42
|
|
Section 15.2
|
Indemnification Regarding Third Parties
|
42
|
|
Section 15.3
|
Penalties
|
42
|
|
Section 15.4
|
Insurance
|
42
|
|
|
|
|
|
ARTICLE 16 ASSIGNMENT
|
43
|
|
|
|
|
|
|
Section 16.1
|
Assignment of Rights and Obligations under this Agreement
|
43
|
|
Section 16.2
|
Pre-Approved Assignments
|
43
|
|
Section 16.3
|
Change of Control
|
45
|
|
|
|
|
|
ARTICLE 17 OTHER PROVISIONS
|
45
|
|
|
|
|
|
|
Section 17.1
|
Relationship of the Parties
|
45
|
|
Section 17.2
|
Notices
|
46
|
|
Section 17.3
|
Entire Agreement; Conflicts
|
46
|
|
Section 17.4
|
Waivers; Rights Cumulative
|
46
|
|
Section 17.5
|
Amendment
|
46
|
|
Section 17.6
|
Governing Law; Arbitration
|
47
|
|
Section 17.7
|
Parties in Interest
|
47
|
|
Section 17.8
|
Preparation of Agreement
|
47
|
|
Section 17.9
|
Severability
|
47
|
|
Section 17.10
|
Counterparts
|
47
|
|
Section 17.11
|
Confidentiality
|
47
|
|
|
|
|
|
ARTICLE 18 PIPELINE UNAVAILABILITY
|
48
|
|
|
|
|
|
|
Section 18.1
|
Effectiveness; Pipeline Unavailability
|
48
|
|
Section 18.2
|
Exercise of Trucking Election
|
48
|
|
Section 18.3
|
Delivery of and Title to Trucked Volumes
|
49
|
|
Section 18.4
|
Unavailability of a SWD Trucking Facility
|
49
|
|
Section 18.5
|
Testing; Non-Conforming Product
|
50
|
|
Section 18.6
|
Producer’s Grant of Access
|
50
|
|
Section 18.7
|
Information
|
50
|
|
Section 18.8
|
Indemnification in Respect of Trucked Volumes
|
50
|
|
Section 18.9
|
Invoices from Approved SWD Vendor
|
50
|
|
|
|
|
|
|
|
|
EXHIBITS
|
|||
|
|
|
|
EXHIBIT A
|
RESERVED
|
|
|
EXHIBIT B
|
DOWNTIME FEE REDUCTION
|
|
|
EXHIBIT C
|
INSURANCE
|
|
|
EXHIBIT D
|
FORM OF RECORDING MEMORANDUM
|
|
A.
|
Producer owns rights, title and interests in certain oil and gas leases and other interests located within the Dedication Area (defined below) that require services related to the Product (defined below).
|
B.
|
Producer wishes to obtain such services from each Midstream Co (defined below) that executes and delivers an Agreement Addendum (defined below) pursuant to these Agreement Terms and Conditions, as modified by the applicable Midstream Agreement Addendum.
|
C.
|
Producer desires to dedicate all produced water it Controls (defined below) that is attributable to its right, title, and interest in certain oil and gas leases and other interests located within the Dedication Area (defined below) to the Individual System (defined below).
|
D.
|
Each Midstream Co that executes and delivers an Agreement Addendum owns and operates an Individual System that gathers Product that is produced together with Producer’s Crude Oil produced from certain oil and gas leases and other interests.
|
NOBLE MIDSTREAM PARTNERS LP
|
||
By: Noble Midstream GP LLC, its general partner
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
NOBLE ENERGY, INC.
|
||
|
||
By: /s/ Aaron G. Carlson
|
||
Name:
Title:
|
Aaron G. Carlson
Vice President
|
|
|
|
Page
|
|
ARTICLE 1 DEFINITIONS
|
2
|
|
|
Section 1.1
|
Definitions
|
2
|
|
Section 1.2
|
Other Terms
|
15
|
|
Section 1.3
|
References and Rules of Construction
|
15
|
|
|
|
|
|
ARTICLE 2 PRODUCER DEDICATION AND COMMITMENT
|
15
|
|
|
Section 2.1
|
Producer’s Dedications and Commitment.
|
15
|
|
Section 2.2
|
Conflicting Dedications.
|
17
|
|
Section 2.3
|
Producer’s Reservation
|
17
|
|
Section 2.4
|
Releases from Dedication and Commitment.
|
17
|
|
Section 2.5
|
Covenant Running with the Land
|
20
|
|
Section 2.6
|
Recording of Agreement
|
20
|
|
|
|
|
|
ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS
|
20
|
|
|
Section 3.1
|
Development Report; System Plan; Meetings.
|
20
|
|
Section 3.2
|
Cancellation of Planned Wells and Planned Retention Facilities
|
24
|
|
Section 3.3
|
Temporary Services.
|
24
|
|
Section 3.4
|
Cooperation.
|
25
|
|
Section 3.5
|
Grant of Access; Real Property Rights.
|
25
|
|
|
|
|
|
ARTICLE 4 MEASUREMENT DEVICES
|
27
|
|
|
Section 4.1
|
Measurement Devices.
|
27
|
|
Section 4.2
|
Measurement Procedures
|
29
|
|
|
|
|
|
ARTICLE 5 SERVICES
|
29
|
|
|
Section 5.1
|
Limitations on Service to Third Parties
|
29
|
|
Section 5.2
|
Tender of Fresh Water
|
29
|
|
Section 5.3
|
Services; Service Standard.
|
29
|
|
Section 5.4
|
Shutdown..
|
31
|
|
|
|
|
|
ARTICLE 6 FEES
|
31
|
|
|
Section 6.1
|
Fees
|
31
|
|
Section 6.2
|
Fee Adjustments.
|
32
|
|
Section 6.3
|
System Fuel
|
33
|
|
|
|
|
|
ARTICLE 7 QUALITY AND SPECIFICATIONS
|
33
|
|
|
Section 7.1
|
Quality Standard for Fresh Water
|
33
|
|
Section 7.2
|
Non-Conforming Fresh Water
|
34
|
|
Section 7.3
|
Indemnification Regarding Quality
|
35
|
|
Section 7.4
|
Delivery Rates
|
35
|
|
Section 7.5
|
Producer Facilities
|
35
|
|
|
|
|
|
ARTICLE 8 TERM
|
35
|
|
|
Section 8.1
|
Term
|
35
|
|
Section 8.2
|
Effect of Termination or Expiration of the Term
|
36
|
|
|
|
|
|
ARTICLE 9 TITLE AND CUSTODY
|
36
|
|
|
Section 9.1
|
Title and Custody Raw Fresh Water
|
36
|
|
Section 9.2
|
Title and Custody Recycled Water
|
36
|
|
|
|
|
|
ARTICLE 10 BILLING AND PAYMENT
|
37
|
|
|
Section 10.1
|
Statements.
|
37
|
|
Section 10.2
|
Payments.
|
38
|
|
Section 10.3
|
Adequate Assurances
|
38
|
|
Section 10.4
|
Audit
|
39
|
|
|
|
|
|
ARTICLE 11 REMEDIES
|
39
|
|
|
Section 11.1
|
Suspension of Performance; Temporary Release from Dedication.
|
39
|
|
Section 11.2
|
No Election
|
40
|
|
Section 11.3
|
DIRECT DAMAGES
|
40
|
|
|
|
|
|
ARTICLE 12 FORCE MAJEURE
|
40
|
|
|
Section 12.1
|
Force Majeure
|
40
|
|
Section 12.2
|
Extensions Due to Force Majeure
|
41
|
|
|
|
|
|
ARTICLE 13 CHANGE IN LAW AND SCOPE
|
41
|
|
|
Section 13.1
|
Changes in Applicable Law.
|
41
|
|
Section 13.2
|
Unprofitable Operations and Rights of Termination.
|
42
|
|
|
|
|
|
ARTICLE 14 RESERVED
|
46
|
|
|
|
|
||
ARTICLE 15 INDEMNIFICATION AND INSURANCE
|
46
|
|
|
Section 15.1
|
Reciprocal Indemnity
|
46
|
|
Section 15.2
|
Indemnification Regarding Third Parties
|
46
|
|
Section 15.3
|
Reserved
|
47
|
|
Section 15.4
|
Insurance
|
47
|
|
|
|
|
|
ARTICLE 16 ASSIGNMENT
|
47
|
|
|
Section 16.1
|
Assignment of Rights and Obligations under this Agreement.
|
47
|
|
Section 16.2
|
Pre-Approved Assignments
|
48
|
|
Section 16.3
|
Change of Control
|
50
|
|
|
|
|
|
|
|
|
|
ARTICLE 17 OTHER PROVISIONS
|
50
|
|
|
Section 17.1
|
Relationship of the Parties
|
50
|
|
Section 17.2
|
Notices
|
50
|
|
Section 17.3
|
Entire Agreement; Conflicts
|
51
|
|
Section 17.4
|
Waivers; Rights Cumulative
|
51
|
|
Section 17.5
|
Amendment.
|
51
|
|
Section 17.6
|
Governing Law; Arbitration
|
52
|
|
Section 17.7
|
Parties in Interest
|
52
|
|
Section 17.8
|
Preparation of Agreement
|
52
|
|
Section 17.9
|
Severability
|
52
|
|
Section 17.10
|
Counterparts
|
52
|
|
Section 17.11
|
Confidentiality
|
53
|
|
|
|
|
|
EXHIBITS
|
|||
|
|
|
|
EXHIBIT A
|
SERVICE AREA
|
|
|
EXHIBIT B
|
DOWNTIME DURATION
|
|
|
EXHIBIT C
|
FORM OF RECORDING MEMORANDUM
|
|
|
EXHIBIT D
|
INSURANCE
|
|
A.
|
Producer (defined below) owns rights, title and interests in certain oil and gas leases and other interests located within the Service Area (defined below) that require services related to Fresh Water (defined below) for construction, maintenance, production and operations activities, including hydraulic fracturing operations and other purposes.
|
B.
|
Producer wishes to obtain such Fresh Water services from each Midstream Co (defined below) that executes and delivers a Midstream Agreement Addendum (defined below) pursuant to these Agreement Terms and Conditions, as modified by the applicable Midstream Agreement Addendum.
|
C.
|
Producer owns rights and interests in certain water rights, leases and other interests that permit Producer to take custody of and use Raw Fresh Water (defined below) from certain rivers, streams, reservoirs and other sources, and some of the water of which Producer takes custody is intended to be stored prior to use by Producer.
|
D.
|
Producer owns rights and interests in certain Recycled Water (defined below) that permit Producer to take custody of and use such Recycled Water, and some of such Recycled Water of which Producer takes custody is intended to be stored prior to redeployment by Producer.
|
E.
|
Each Midstream Co that executes and delivers a Midstream Agreement Addendum owns and operates an Individual System (defined below), which receives or will receive Fresh Water from, stores or will store Fresh Water in, and delivers or will deliver Fresh Water to locations in the applicable Dedication Area (defined below).
|
F.
|
OpCo (defined below) owns, directly or indirectly, the Controlling (defined below) equity interests in each Original Midstream Co (defined below) and intends to assist all of the Original Midstream Cos to, collectively, provide all of the Services (defined
|
|
Fresh
Water |
Recycled
Water |
Cement
Water |
FRAC
Water |
pH
|
6.5 to 7.5
|
6.5 to 7.5
|
6 to 8.5
|
6 to 8
|
Iron (Fe)
|
25 mg/L
|
25 mg/L
|
300 mg/L
|
25 mg/L
|
Chloride (Cl)
|
23,125
mg/L |
23,125
mg/L |
7000 mg/L
|
~
|
Sulfate (SO4)
|
800 mg/L
|
800 mg/L
|
2,000 mg/L
|
500 mg/L
|
Calcium (Ca)
|
|
|
500 mg/L
|
2000 mg/L
|
Magnesium (Mg)
|
|
|
300 mg/L
|
2000 mg/l
|
Carbonate (CO3)
|
|
|
100 mg/L
|
300 mg/L
|
Bicarbonate (HCO3)
|
|
|
1000 mg/L
|
300 mg/L
|
Tannin/ Lignin
|
|
|
25 mg/L
|
~
|
Total Hardness
|
500 mg/L
as CaCO3 |
500 mg/L
as CaCO3 |
|
|
Total Alkalinity
|
500 mg/L
as CaCO3 |
500 mg/L
as CaCO3 |
|
|
Sodium
|
18,750
mg/L |
18,750
mg/L |
|
|
Silica
|
10 mg/L
|
10 mg/L
|
|
|
Aluminum
|
4 mg/L
|
4 mg/L
|
|
|
Oil and Grease
|
5 mg/L
|
5 mg/L
|
|
|
Particulate Size
|
50 nominal micron
|
50 nominal micron
|
|
|
NOBLE MIDSTREAM PARTNERS LP
|
||
By: Noble Midstream GP LLC, its general partner
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
NOBLE ENERGY, INC.
|
||
|
||
By: /s/ Aaron G. Carlson
|
||
Name:
Title:
|
Aaron G. Carlson
Vice President
|
|
NOBLE MIDSTREAM SERVICES, LLC
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
ARTICLE 1
|
DEFINITIONS
|
2
|
Section 1.1
|
Definitions
|
2
|
Section 1.2
|
Other Terms
|
14
|
Section 1.3
|
References and Rules of Construction
|
14
|
|
|
|
ARTICLE 2
|
PRODUCT DEDICATION AND REAL PROPERTY DEDICATION
|
15
|
Section 2.1
|
Producer’s Dedications
|
15
|
Section 2.2
|
Conflicting Dedications
|
15
|
Section 2.3
|
Producer’s Reservation
|
16
|
Section 2.4
|
Releases from Dedication
|
16
|
Section 2.5
|
Covenants Running with the Land
|
18
|
Section 2.6
|
Recording of Agreement
|
19
|
|
|
|
ARTICLE 3
|
SYSTEM EXPANSION AND CONNECTION OF WELLS
|
19
|
Section 3.1
|
Development Report; System Plan; Meetings
|
19
|
Section 3.2
|
Cancellation of Planned Wells and Planned Separator Facilities
|
23
|
Section 3.3
|
Temporary Services
|
24
|
Section 3.4
|
Cooperation
|
24
|
Section 3.5
|
Grant of Access; Real Property Rights
|
25
|
|
|
|
ARTICLE 4
|
MEASUREMENT DEVICES
|
26
|
Section 4.1
|
Measurement Devices
|
26
|
Section 4.2
|
Measurement Procedures
|
28
|
Section 4.3
|
Product Meter Adjustments
|
29
|
|
|
|
ARTICLE 5
|
TENDER, NOMINATION, AND GATHERING OF PRODUCTION
|
30
|
Section 5.1
|
Limitations on Service to Third Parties
|
30
|
Section 5.2
|
Tender of Production
|
30
|
Section 5.3
|
Services; Service Standard
|
30
|
Section 5.4
|
Nominations, Scheduling, and Curtailment
|
31
|
Section 5.5
|
Suspension/Shutdown of Service
|
32
|
Section 5.6
|
Marketing and Transportation
|
33
|
Section 5.7
|
No Prior Flow of Product in Interstate Commerce
|
33
|
|
|
|
ARTICLE 6
|
FEES
|
33
|
Section 6.1
|
Fees
|
33
|
Section 6.2
|
Fee Adjustments
|
34
|
Section 6.3
|
Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters
|
36
|
|
|
|
ARTICLE 7
|
QUALITY
|
37
|
Section 7.1
|
Quality Specifications
|
37
|
Section 7.2
|
Failure to Meet Specifications
|
38
|
Section 7.3
|
Indemnification Regarding Quality
|
39
|
ARTICLE 8
|
TERM
|
39
|
Section 8.1
|
Term
|
39
|
Section 8.2
|
Effect of Termination or Expiration of the Term
|
40
|
|
|
|
ARTICLE 9
|
TITLE AND CUSTODY
|
40
|
Section 9.1
|
Title
|
40
|
Section 9.2
|
Custody
|
40
|
|
|
|
ARTICLE 10
|
BILLING AND PAYMENT
|
40
|
Section 10.1
|
Statements
|
40
|
Section 10.2
|
Payments
|
41
|
Section 10.3
|
Adequate Assurances
|
42
|
Section 10.4
|
Audit
|
42
|
|
|
|
ARTICLE 11
|
REMEDIES
|
43
|
Section 11.1
|
Suspension of Performance; Temporary Release from Dedication
|
43
|
Section 11.2
|
No Election
|
43
|
Section 11.3
|
DIRECT DAMAGES
|
44
|
|
|
|
ARTICLE 12
|
FORECE MAJEURE
|
44
|
Section 12.1
|
Force Majeure
|
44
|
Section 12.2
|
Extension Due to Force Majeure
|
44
|
|
|
|
ARTICLE 13
|
CHANGE IN LAW; UNECONOMIC SERVICE
|
45
|
Section 13.1
|
Changes in Applicable Law
|
45
|
Section 13.2
|
Unprofitable Operations and Rights of Termination
|
45
|
|
|
|
ARTICLE 14
|
REGULATORY STATUS
|
49
|
Section 14.1
|
Non-Jurisdictional System
|
49
|
Section 14.2
|
Government Authority Modification
|
49
|
Section 14.3
|
Conversion to Buy/Sell Agreement
|
50
|
|
|
|
ARTICLE 15
|
INDEMNIFICATION AND INSURANCE
|
50
|
Section 15.1
|
Reciprocal Indemnity
|
50
|
Section 15.2
|
Indemnification Regarding Third Parties
|
51
|
Section 15.3
|
Penalties
|
51
|
Section 15.4
|
Insurance
|
51
|
|
|
|
ARTICLE 16
|
ASSIGNMENT
|
51
|
Section 16.1
|
Assignment of Rights and Obligations under this Agreement
|
51
|
Section 16.2
|
Pre-Approved Assignments
|
52
|
Section 16.3
|
Change of Control
|
54
|
|
|
|
ARTICLE 17
|
OTHER PROVISIONS
|
54
|
Section 17.1
|
Relationship of the Parties
|
54
|
Section 17.2
|
Notices
|
55
|
Section 17.3
|
Entire Agreement; Conflicts
|
55
|
Section 17.4
|
Waivers; Rights Cumulative
|
55
|
Section 17.5
|
Amendment
|
56
|
Section 17.6
|
Governing Law; Arbitration
|
56
|
Section 17.7
|
Parties in Interest
|
56
|
Section 17.8
|
Preparation of Agreement
|
56
|
Section 17.9
|
Severability
|
56
|
Section 17.10
|
Counterparts
|
57
|
Section 17.11
|
Confidentiality
|
57
|
|
|
|
EXHIBITS
|
||
|
|
|
EXHIBIT A
|
SERVICE AREA
|
|
EXHIBIT B
|
DOWNTIME FEE REDUCTION
|
|
EXHIBIT C
|
RESERVED
|
|
EXHIBIT D
|
INSURANCE
|
|
EXHIBIT E
|
FORM OF RECORDING MEMORANDUM
|
|
1.
|
“Indicated Volume” means the change in meter reading which occurs during a receipt or delivery (Indicated Volume = closed meter reading - open meter reading).
|
2.
|
“Gross Volume” means the Indicated Volume multiplied by the meter factor for the particular liquid and flow rate under which the meter was proved.
|
3.
|
“Gross Standard Volume” means the Gross Volume, corrected for base gravity, at standard temperature corrected to standard pressure.
|
|
Crude Oil
|
API Gravity, º API
|
33 - 65
|
Sulfur Content, Weight %
|
<= 0.45
|
BS&W
|
<= 0.5%
|
Of which, water content is no more than
|
|
<= 0.3%
|
(A)
|
No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.2. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions.
|
(B)
|
If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the
|
(A)
|
Original Producer shall give Midstream Co at least 60 Days’ prior written notice of the Proposed Transaction, which notice shall be by email from an authorized officer of Producer holding an office of vice president or more senior and shall include (1) descriptions of the Inbound Acreage (including section, township and range (or similar information), an estimate of the number of gross acres in a lease multiplied by the lessor’s mineral interest (“Lease Acres”), Net Acres, Lease Acres multiplied by the applicable net revenue interest (“Net Revenue Acres”), and the portion of such Lease Acres that Original Producer anticipates it would operate, if it acquires such acreage), (2) descriptions of the Outbound Acreage (including section, township and range (or similar information), an estimate of the number of Lease Acres, Net Acres, Net Revenue Acres, and the portion of such Lease Acres that Producer anticipates it would have operated, had it not assigned such acreage) and reasonably detailed supporting documentation of Producer’s analysis pursuant to clauses “(v)” through “(z)” above, (3) name of the entity or entities that are counterparties to the Proposed Transaction, if not confidential, (4) a detailed description of the Services that would be provided on the Outbound Acreage vs. the Inbound Acreage, (5) the value that Producer anticipates that it would receive if Producer consummates the Proposed Transaction and the value that Producer anticipates it will lose if it does not consummate the Proposed Transaction, and (6) any other information as Producer determines to be germane;
|
(B)
|
The intended execution date for the Proposed Transaction and the intended closing date for the Proposed Transaction;
|
(C)
|
Midstream Co shall have 15 Business Days to provide written notice to Original Producer if it disputes that the Outbound Acreage and Inbound Acreage are equivalent, together with reasonably detailed supporting documentation; and
|
(D)
|
Producer shall reimburse Midstream Co in full for all actual costs and expenses incurred by Midstream Co to install, build, construct or otherwise
|
NOBLE MIDSTREAM PARTNERS LP
|
||
By: Noble Midstream GP LLC, its general partner
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
NOBLE ENERGY, INC.
|
||
|
||
By: /s/ Aaron G. Carlson
|
||
Name:
Title:
|
Aaron G. Carlson
Vice President
|
|
NOBLE MIDSTREAM SERVICES, LLC
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
|
|
PAGE
|
ARTICLE 1 DEFINITIONS
|
1
|
|
|
|
|
Section 1.1
|
Definitions
|
1
|
Section 1.2
|
Other Terms
|
12
|
Section 1.3
|
References and Rules of Construction
|
12
|
|
|
|
ARTICLE 2 PRODUCT DEDICATION AND REAL PROPERTY DEDICATION
|
13
|
|
|
|
|
Section 2.1
|
Producer’s Dedications
|
13
|
Section 2.2
|
Conflicting Dedications
|
13
|
Section 2.3
|
Producer’s Reservation
|
14
|
Section 2.4
|
Releases from Dedication
|
14
|
Section 2.5
|
Covenants Running with the Land
|
16
|
Section 2.6
|
Recording of Agreement
|
17
|
|
|
|
ARTICLE 3 SYSTEM EXPANSION AND CONNECTION OF WELLS
|
17
|
|
|
|
|
Section 3.1
|
Development Report; System Plan; Meetings
|
17
|
Section 3.2
|
Cancellation of Planned Wells and Planned Separator Facilities
|
21
|
Section 3.3
|
Temporary Services
|
21
|
Section 3.4
|
Cooperation
|
22
|
Section 3.5
|
Grant of Access; Real Property Rights
|
22
|
|
|
|
ARTICLE 4 MEASUREMENT DEVICES
|
23
|
|
|
|
|
Section 4.1
|
Measurement Devices
|
23
|
Section 4.2
|
Measurement Procedures
|
25
|
Section 4.3
|
Product Meter Adjustments
|
26
|
|
|
|
ARTICLE 5 TENDER, NOMINATION, AND GATHERING OF PRODUCTION
|
26
|
|
|
|
|
Section 5.1
|
Limitations on Service to Third Parties
|
27
|
Section 5.2
|
Tender of Production
|
27
|
Section 5.3
|
Services; Service Standard
|
27
|
Section 5.4
|
Nominations, Scheduling, and Curtailment
|
28
|
Section 5.5
|
Suspension/Shutdown of Service
|
28
|
Section 5.6
|
Marketing and Transportation
|
30
|
Section 5.7
|
No Prior Flow of Product in Interstate Commerce
|
30
|
|
|
|
ARTICLE 6 FEES
|
30
|
|
|
|
|
Section 6.1
|
Fees
|
30
|
Section 6.2
|
Fee Adjustments
|
30
|
Section 6.3
|
Treatment of Byproducts, System Gains/Losses, Fuel and Related Matters
|
32
|
|
|
|
ARTICLE 7 QUALITY
|
33
|
|
|
|
|
Section 7.1
|
Quality Specifications
|
33
|
Section 7.2
|
Failure to Meet Specifications
|
34
|
Section 7.3
|
Indemnification Regarding Quality
|
35
|
|
|
|
ARTICLE 8 TERM
|
35
|
|
|
|
|
Section 8.1
|
Term
|
35
|
Section 8.2
|
Effect of Termination or Expiration of the Term
|
35
|
|
|
|
ARTICLE 9 TITLE AND CUSTODY
|
35
|
|
|
|
|
Section 9.1
|
Title
|
35
|
Section 9.2
|
Custody
|
35
|
|
|
|
ARTICLE 10 BILLING AND PAYMENT
|
36
|
|
|
|
|
Section 10.1
|
Statements
|
36
|
Section 10.2
|
Payments
|
36
|
Section 10.3
|
Adequate Assurances
|
37
|
Section 10.4
|
Audit
|
37
|
|
|
|
ARTICLE 11 REMEDIES
|
38
|
|
|
|
|
Section 11.1
|
Suspension of Performance; Temporary Release from Dedication
|
38
|
Section 11.2
|
No Election
|
38
|
Section 11.3
|
DIRECT DAMAGES
|
38
|
|
|
|
ARTICLE 12 FORCE MAJEURE
|
39
|
|
|
|
|
Section 12.1
|
Force Majeure
|
39
|
Section 12.2
|
Extension Due to Force Majeure
|
39
|
|
|
|
ARTICLE 13 CHANGE IN LAW; UNECONOMIC SERVICE
|
39
|
|
|
|
|
Section 13.1
|
Changes in Applicable Law
|
39
|
Section 13.2
|
Unprofitable Operations and Rights of Termination
|
40
|
|
|
|
ARTICLE 14 REGULATORY STATUS
|
43
|
|
|
|
|
Section 14.1
|
Non-Jurisdictional System
|
43
|
Section 14.2
|
Government Authority Modification
|
44
|
|
|
|
ARTICLE 15 INDEMNIFICATION AND INSURANCE
|
44
|
|
|
|
|
Section 15.1
|
Reciprocal Indemnity
|
44
|
Section 15.2
|
Indemnification Regarding Third Parties
|
44
|
Section 15.3
|
Penalties
|
44
|
Section 15.4
|
Insurance
|
45
|
|
|
|
ARTICLE 16 ASSIGNMENT
|
45
|
|
|
|
|
Section 16.1
|
Assignment of Rights and Obligations under this Agreement
|
45
|
Section 16.2
|
Pre-Approved Assignments
|
46
|
Section 16.3
|
Change of Control
|
48
|
|
|
|
ARTICLE 17 OTHER PROVISIONS
|
48
|
|
|
|
|
Section 17.1
|
Relationship of the Parties
|
48
|
Section 17.2
|
Notices
|
48
|
Section 17.3
|
Entire Agreement; Conflicts
|
48
|
Section 17.4
|
Waivers; Rights Cumulative
|
49
|
Section 17.5
|
Amendment
|
49
|
Section 17.6
|
Governing Law; Arbitration
|
49
|
Section 17.7
|
Parties in Interest
|
49
|
Section 17.8
|
Preparation of Agreement
|
49
|
Section 17.9
|
Severability
|
49
|
Section 17.10
|
Counterparts
|
50
|
Section 17.11
|
Confidentiality
|
50
|
|
|
|
|
|
|
|
EXHIBITS
|
|
EXHIBIT A
|
RESERVED
|
|
EXHIBIT B
|
DOWNTIME FEE REDUCTION
|
|
EXHIBIT C
|
OPERATING PRESSURE FEE REDUCTION
|
|
EXHIBIT D
|
INSURANCE
|
|
EXHIBIT E
|
FORM OF RECORDING MEMORANDUM
|
|
1.
|
“Indicated Volume” means the change in meter reading which occurs during a receipt or delivery (Indicated Volume = closed meter reading - open meter reading).
|
2.
|
“Gross Volume” means the Indicated Volume multiplied by the meter factor for the particular liquid and flow rate under which the meter was proved.
|
3.
|
“Gross Standard Volume” means the Gross Volume, corrected for base gravity, at standard temperature corrected to standard pressure.
|
|
Crude Oil
|
Sulfur Content, Weight %
|
<= 0.40
|
BS&W
|
<= 3.5%
|
Of which, basic sediment is no more than
<= 0.5%
|
(A)
|
No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the
|
(B)
|
If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1. Beginning on the first day Midstream Co receives Dedicated Production Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.
|
(A)
|
Original Producer shall give Midstream Co at least 60 Days’ prior written notice of the Proposed Transaction, which notice shall be by email from an authorized officer of Producer holding an office of vice president or more senior and shall include (1) descriptions of the Inbound Acreage (including section, township and range (or similar information), an estimate of the number of gross acres in a lease multiplied by the lessor’s mineral interest (“Lease Acres”), Net Acres, Lease Acres multiplied by the applicable net revenue interest (“Net Revenue Acres”), and the portion of such Lease Acres that Original Producer anticipates it would operate, if it acquires such acreage), (2) descriptions of the Outbound Acreage (including section, township and range (or similar information), an estimate of the number of Lease Acres, Net Acres, Net Revenue Acres, and the portion of such Lease Acres that Producer anticipates it would have operated, had it not assigned
|
(B)
|
The intended execution date for the Proposed Transaction and the intended closing date for the Proposed Transaction;
|
(C)
|
Midstream Co shall have 15 Business Days to provide written notice to Original Producer if it disputes that the Outbound Acreage and Inbound Acreage are equivalent, together with reasonably detailed supporting documentation; and
|
(D)
|
Producer shall reimburse Midstream Co in full for all actual costs and expenses incurred by Midstream Co to install, build, construct or otherwise place into service infrastructure for the Outbound Acreage, so long as Midstream Co had informed Producer of its intention to install, build, construct or otherwise place into service the applicable infrastructure by inclusion of same in a System Plan delivered prior to the closing of the applicable Transfer.
|
NOBLE MIDSTREAM PARTNERS LP
|
||
By: Noble Midstream GP LLC, its general partner
|
||
|
||
By: /s/ Thomas W. Christensen
|
||
Name:
Title:
|
Thomas W. Christensen
Chief Financial Officer
|
|
NOBLE ENERGY, INC.
|
||
|
||
By: /s/ Aaron G. Carlson
|
||
Name:
Title:
|
Aaron G. Carlson
Vice President
|
|
(a)
|
Approval of a Fundamental Change;
|
(b)
|
Admission of a new Member;
|
(d)
|
Amendment of the Certificate or this Agreement.
|
(a)
|
Approval of a Fundamental Change;
|
(b)
|
Admission of a new Member;
|
(d)
|
Amendment of the Certificate or this Agreement.
|
(a)
|
Approval of a Fundamental Change;
|
(b)
|
Admission of a new Member;
|
(d)
|
Amendment of the Certificate or this Agreement.
|
(a)
|
Approval of a Fundamental Change;
|
(b)
|
Admission of a new Member;
|
(d)
|
Amendment of the Certificate or this Agreement.
|
i.
|
end on the first anniversary of the Effective Date with respect to one third (1/3) of the Restricted Units;
|
Subsidiary
|
|
Jurisdiction of Organization
|
|
Direct/Indirect Ownership Percentage Held by Noble Midstream Partners LP
|
|
Noble Midstream Services, LLC
|
|
Delaware
|
|
100
|
%
|
Colorado River LLC
|
|
Delaware
|
|
100
|
%
|
San Juan River LLC
|
|
Delaware
|
|
100
|
%
|
Green River DevCo LLC
|
|
Delaware
|
|
100
|
%
|
Laramie River LLC
|
|
Delaware
|
|
100
|
%
|
Blanco River LLC
|
|
Delaware
|
|
100
|
%
|
Gunnison River DevCo GP LLC
|
|
Delaware
|
|
100
|
%
|
Gunnison River DevCo LP
|
|
Delaware
|
|
5
|
%
|
Trinity River DevCo LLC
|
|
Delaware
|
|
100
|
%
|
Dos Rios DevCo LLC
|
|
Delaware
|
|
100
|
%
|
Advantage Pipeline, L.L.C.
|
|
Texas
|
|
50
|
%
|
Advantage Pipeline Holdings LLC
|
|
Delaware
|
|
50
|
%
|
Advantage Pipeline Logistics LLC
|
|
Texas
|
|
50
|
%
|
Advantage Pipeline Management, LLC
|
|
Texas
|
|
50
|
%
|
Black Diamond Gathering Holdings LLC
|
|
Delaware
|
|
100
|
%
|
Black Diamond Gathering LLC
|
|
Delaware
|
|
54.4
|
%
|
Black Diamond Cushing LLC
|
|
Delaware
|
|
54.4
|
%
|
Black Diamond Rockies Midstream LLC
|
|
Delaware
|
|
54.4
|
%
|
Black Diamond Rockies Storage and Terminals LLC
|
|
Delaware
|
|
54.4
|
%
|
Optimized Energy Solutions, LLC
|
|
Delaware
|
|
54.4
|
%
|
Dos Rios Y-Grade Holdings LLC
|
|
Delaware
|
|
100
|
%
|
EPIC Y-Grade, LP
|
|
Delaware
|
|
15
|
%
|
EPIC Y-Grade GP, LLC
|
|
Delaware
|
|
15
|
%
|
Dos Rios Crude Holdings LLC
|
|
Delaware
|
|
100
|
%
|
Dos Rios Crude Intermediate LLC
|
|
Delaware
|
|
100
|
%
|
EPIC Crude Holdings, LP
|
|
Delaware
|
|
30
|
%
|
EPIC Crude Holdings GP, LLC
|
|
Delaware
|
|
30
|
%
|
Dos Rios Delaware Holdings LLC
|
|
Delaware
|
|
100
|
%
|
Delaware Crossing LLC
|
|
Delaware
|
|
50
|
%
|
White Cliffs Pipeline, L.L.C.
|
|
Delaware
|
|
3.33
|
%
|
Noble Midstream Marketing LLC
|
|
Delaware
|
|
100
|
%
|
Delaware Crossing Holdings LLC
|
|
Delaware
|
|
50
|
%
|
Delaware Crossing Operating LLC
|
|
Delaware
|
|
50
|
%
|
DX Constellation LLC
|
|
Delaware
|
|
50
|
%
|
NBL Midstream Holdings LLC
|
|
Delaware
|
|
100
|
%
|
Clayton Williams Pipeline LLC
|
|
Delaware
|
|
100
|
%
|
1.
|
I have reviewed this Annual Report on Form 10-K of Noble Midstream Partners LP (the “registrant”);
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 12, 2020
|
|
|
|
|
|
|
/s/ Brent J. Smolik
|
|
||
Brent J. Smolik
|
|
||
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Noble Midstream Partners LP (the “registrant”);
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 12, 2020
|
|
|
|
|
|
|
/s/ Thomas W. Christensen
|
|
||
Thomas W. Christensen
|
|
||
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, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
February 12, 2020
|
|
/s/ Brent J. Smolik
|
|
|
|
Brent J. Smolik
|
|
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
February 12, 2020
|
|
/s/ Thomas W. Christensen
|
|
|
|
Thomas W. Christensen
|
|
|
|
Chief Financial Officer
|