The companies announced the deal on March 5. Chevron already owned approximately 62 percent of Noble Midstream’s shares. According to this definitive agreement, Chevron will acquire the remaining 33.925 million publicly held common units. The all-stock transaction was previously valued at about $1.12 billion when the transaction was first publicized in early February.
Each outstanding unitholder of Noble Midstream would receive 0.1393 of a share of common stock of Chevron in exchange for each Noble Midstream common unite owned, according to the deal.
“We believe this buy-in transaction is the best solution for all stakeholders, enabling us to simplify the governance structure and capture value in support of our leading positions in the DJ and Permian basins,” said Colin Parfitt, vice president of Chevron Midstream and chairman of the board of directors of the general partner of Noble Midstream Partners LP.
Noble Midstream was originally formed by oil producer Noble Energy, which Chevron acquired in October 2020 for $5 billion.
The conflicts committee of the board, comprised entirely of independent directors, after consultation with its independent legal and financial advisors, unanimously approved the merger. Subsequently, the merger was approved by the board.
The transaction is expected to close in the second quarter of 2021, subject to customary approvals. A subsidiary of Chevron, as the holder of a majority of the outstanding Common Units, has voted its units to approve the transaction.
Citi is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor to Chevron. Janney Montgomery Scott is acting as financial advisor and Baker Botts LLP is acting as legal advisor to the conflicts committee of the board.