0000899243-16-028974.txt : 20160914
0000899243-16-028974.hdr.sgml : 20160914
20160914180101
ACCESSION NUMBER: 0000899243-16-028974
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160914
FILED AS OF DATE: 20160914
DATE AS OF CHANGE: 20160914
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Noble Midstream Partners LP
CENTRAL INDEX KEY: 0001647513
STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610]
IRS NUMBER: 473011449
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
BUSINESS PHONE: 281-872-3100
MAIL ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NBL Midstream, LLC
CENTRAL INDEX KEY: 0001655908
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37640
FILM NUMBER: 161885939
BUSINESS ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
BUSINESS PHONE: (281) 872-3100
MAIL ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NOBLE ENERGY INC
CENTRAL INDEX KEY: 0000072207
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37640
FILM NUMBER: 161885940
BUSINESS ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
BUSINESS PHONE: 2818723100
MAIL ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
FORMER NAME:
FORMER CONFORMED NAME: NOBLE AFFILIATES INC
DATE OF NAME CHANGE: 20020426
FORMER NAME:
FORMER CONFORMED NAME: NOBLE AFFILIATES INC
DATE OF NAME CHANGE: 19920703
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2016-09-14
0
0001647513
Noble Midstream Partners LP
NBLX
0000072207
NOBLE ENERGY INC
1001 NOBLE ENERGY WAY
HOUSTON
TX
77070
0
0
1
0
0001655908
NBL Midstream, LLC
1001 NOBLE ENERGY WAY
HOUSTON
TX
77070
0
0
1
0
Common Units representing limited partner interests
0
D
Subordinated Units representing limited partner interests
0.00
Common Units
D
This Form 3 is filed jointly by (1) Noble Energy, Inc. ("Noble"), a Delaware corporation and 100% owner of NBL Midstream, LLC ("NBL Midstream") and (2) NBL Midstream, a wholly-owned subsidiary of Noble and owner of all the membership interests of Noble Midstream Partners GP LLC (the "General Partner") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-207560) (the "Registration Statement"). Noble, as the 100% owner of NBL Midstream is deemed to indirectly beneficially own the securities held by NBL Midstream.
As of the effectiveness of the Registration Statement, NBL Midstream owns all of the limited partner interests in the Issuer and the General Partner owns all of the general partner interests in the Issuer.
As described in the Registration Statement, as of the closing of the Issuer's initial public offering (the "IPO"), NBL Midstream will hold 3,402,584 common units representing 21.4% of the outstanding common units of the Issuer, and 15,902,584 subordinated units representing 100% of the outstanding subordinated units of the Issuer, for an approximate combined percentage of 60.7% of the aggregate outstanding common units and subordinated units of the Issuer (assuming the underwriters do not exercise their option to purchase additional common units). Noble accordingly will be deemed to indirectly beneficially own the same. If the underwriters exercise in full their option, NBL Midstream will hold 1,527,584 common units and 15,902,584 subordinated units and thus Noble accordingly will be deemed to indirectly beneficially own the same in this event.
Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Registration Statement.
/s/ Charles J. Rimer, President of NBL Midstream, LLC
2016-09-14
/s/ Gary W. Willingham, Executive Vice President of Noble Energy, Inc.
2016-09-14