Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on March 4, 2021, Noble Midstream Partners LP, a
Delaware limited partnership (the "Partnership" or "Noble Midstream"), Noble
Midstream GP LLC, a Delaware limited liability company and the general partner
of the Partnership (the "General Partner"), Chevron Corporation, a Delaware
corporation ("Chevron"), Cadmium Holdings Inc., a Delaware corporation and a
wholly-owned subsidiary of Chevron ("Holdings"), and Cadmium Merger Sub LLC, a
Delaware limited liability company and a wholly-owned subsidiary of Holdings
("Merger Sub"), entered into an Agreement and Plan of Merger, pursuant to which
Merger Sub will merge with and into the Partnership, with the Partnership
surviving as an indirect, wholly-owned subsidiary of Chevron (the "Merger").
In connection with, and subject to, the consummation of the Merger, Thomas W.
Christensen, the Senior Vice President, Chief Financial Officer and Chief
Accounting Officer of the General Partner, shall cease to be an officer of the
General Partner effective June 4, 2021. The Board of Directors of the General
Partner is appreciative of Mr. Christensen's service to the General Partner and
the Partnership, and Mr. Christensen's departure is not the result of any
disagreement on any matter, including in relation to the General Partner or the
Partnership.
Cautionary Statements
This report on Form 8-K contains certain "forward-looking statements" within the
meaning of federal securities law. Words such as "anticipates", "believes",
"expects", "intends", "will", "should", "may", "estimates", "strategy",
"objective" and similar expressions may be used to identify forward-looking
statements. Forward-looking statements are not statements of historical fact and
reflect the Partnership's current views about future events. No assurances can
be given that the forward-looking statements contained in this report will occur
as projected, and actual results may differ materially from those projected.
Forward-looking statements are based on current expectations, estimates and
assumptions that involve a number of risks and uncertainties that could cause
actual results to differ materially from those projected. Among the important
factors that could cause actual results to differ materially from those in the
forward-looking statements is the anticipated consummation of the proposed
transaction and the timing thereof. For further discussion of risks and
uncertainties, you should refer to those described under "Risk Factors" and
"Forward-Looking Statements" in the Partnership's most recent Annual Report on
Form 10-K and in other reports we file with the Securities and Exchange
Commission ("SEC"). These reports are also available from the Partnership's
office or website, www.nblmidstream.com. Forward-looking statements are based on
the estimates and opinions of management at the time the statements are made.
Noble Midstream does not assume any obligation to update forward-looking
statements should circumstances, management's estimates, or opinions change.
No Offer or Solicitation
This report is for informational purposes only and shall not constitute an offer
to sell or the solicitation of an offer to buy any securities pursuant to the
transaction or otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Chevron filed a registration
statement on Form S-4, which included an information statement of Noble
Midstream, with the U.S. Securities and Exchange Commission. The Registration
Statement was declared effective by the SEC on April 13, 2021. INVESTORS AND
SECURITYHOLDERS OF CHEVRON AND NOBLE MIDSTREAM ARE ADVISED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND INFORMATION STATEMENT, PROSPECTUS, AND OTHER RELEVANT
DOCUMENTS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE
TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive
information statement has been mailed to securityholders of Noble Midstream.
Investors and securityholders may obtain a free copy of such documents and other
relevant documents filed by Chevron or Noble Midstream with the SEC from the
SEC's website at www.sec.gov. Securityholders and other interested parties are
also able to obtain, without charge, a copy of such documents and other relevant
documents from Chevron's website at www.chevron.com under the "Investors" tab
under the heading "SEC Filings" or from Noble Midstream's website at
www.nblmidstream.com under the "Investors" tab and the "SEC Filings" sub-tab.
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Participants in the Solicitation
Chevron, Noble Midstream and their respective directors, executive officers and
certain other members of management may be deemed to be participants in the
solicitation of proxies and consents in respect of the transaction. Information
about these persons is set forth in Chevron's proxy statement relating to its
2021 Annual Meeting of Stockholders, which was filed with the SEC on April 8,
2021, and Noble Midstream's Annual Report on Form 10-K for the year ended
December 31, 2020, which was filed with the SEC on February 12, 2021, and
subsequent statements of changes in beneficial ownership on file with the SEC.
Securityholders and investors may obtain additional information regarding the
interests of such persons, which may be different than those of the respective
companies' securityholders generally, by reading the consent solicitation
statement prospectus statement, or other relevant documents regarding the
transaction (if and when available), which may be filed with the SEC.
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