NOBLE ENERGY, INC. (NYSE:NBL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
indirect, wholly owned subsidiary of Noble Energy, Inc. (the
Company), completed its merger (the Merger) with and into Clayton
Williams Energy, Inc., (CWEI), as a result of which CWEI became
an indirect wholly owned subsidiary of the Company. The Merger
was effected to the Agreement and Plan of Merger (the Merger
Agreement), dated as of January 13, 2017, by and among the
Company, Merger Sub, NBL Permian LLC, an indirect, wholly owned
subsidiary of the Company (NBL Permian), and CWEI.
share, of CWEI (each, a CWEI Common Share) issued and outstanding
(other than CWEI Common Shares held in treasury and CWEI Common
Shares held by stockholders who properly complied in all respects
with the provisions of Section 262 of the General Corporation Law
of the State of Delaware as to appraisal rights), and each
unexercised warrant to purchase or otherwise acquire CWEI Common
Shares (each, a CWEI Warrant), was converted into the right to
receive, at the election of the stockholder or warrant holder, as
applicable, and subject to proration as described below, one of
the following forms of consideration (the Merger Consideration):
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for each CWEI Common Share, one of (i) 3.7222 shares of
common stock, par value $0.01 per share, of the Company (each such share, a Company Common Share, and such consideration, the Share Consideration); (ii)(A) $34.75 in cash (subject to applicable withholding tax), without interest and (B) 2.7874 Company Common Shares (the Mixed Consideration); or (iii) $138.39 in cash (subject to applicable withholding tax), without interest (the Cash Consideration); and |
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for each CWEI Warrant, one of (i) the Share Consideration
in respect of the number of CWEI Common Shares that would be issued upon a cashless exercise of such CWEI Warrant immediately prior to the effective time of the Merger (Warrant Notional Common Shares) (ii) the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by such CWEI Warrant; or (iii) the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such CWEI Warrant. |
and holders of CWEI Common Shares will, instead, receive cash in
lieu of fractional Company Common Shares, if any. The Merger
Consideration is subject to proration so that the aggregate
Merger Consideration paid in respect of all CWEI Common Shares
and CWEI Warrants consists of 75% Company Common Shares and 25%
cash. The Company will announce the final election and proration
results once available.
outstanding immediately prior to the effective time of the Merger
was converted into the right to receive cash in an amount equal
to $1.00 (subject to applicable withholding tax), without
interest.
the Merger, CWEI merged with and into NBL Permian with NBL
Permian continuing as the surviving company.
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Merger
Agreement, a copy of which was filed as Annex A to the
Registration Statement on Form S-4/A filed by the Company with
the Securities and Exchange Commission (the SEC) on March 21,
2017, and is incorporated by reference in this Current Report on
Form 8-K.
the completion of the Merger. The press release is attached
hereto as Exhibit 99.1 and is incorporated by reference in this
Current Report on Form 8-K.
31, 2016 and 2015 and the audited consolidated statements of
operations and comprehensive income (loss), shareholders
equity, and cash flows of CWEI for the three years ended
December 31, 2016, 2015 and 2014 are incorporated by reference
in this Current Report on Form 8-K from CWEIs Annual Report on
Form 10-K for the year ended December 31, 2016 filed with the
SEC on March 2, 2017.
consolidated statement of operations data for the year ended
December 31, 2016 has been prepared to give effect to the
merger as if the merger had been completed on January 1, 2016.
The selected unaudited pro forma condensed combined
consolidated balance sheet data at December 31, 2016 has been
prepared to give effect to the merger as if the merger had been
completed on December 31, 2016. The pro forma financial
information, and the related notes thereto, required to be
filed under Item 9.01 of this Current Report on Form 8-K were
previously filed in the Registration Statement on Form S-4/A
filed by the Company with the SEC on March 21, 2017 under the
caption Summary Unaudited Pro Forma Condensed Combined
Consolidated Financial Data, and is incorporated by reference
in this Current Report on Form 8-K.
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Exhibit No.
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Description
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23.1
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Consent of KPMG LLP.
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99.1
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Press Release dated April 25, 2017.
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About NOBLE ENERGY, INC. (NYSE:NBL)
Noble Energy, Inc. is an independent energy company engaged in crude oil, natural gas and natural gas liquids (NGLs) exploration and production. The Company’s portfolio is diversified between short-term and long-term projects, domestic and international and a balanced production mix among crude oil, natural gas and NGLs. The Company operates in over seven core areas, including the DJ Basin (onshore United States), the Marcellus Shale (onshore United States), Eagle Ford Shale (onshore United States), Permian Basin (onshore United States), the deepwater Gulf of Mexico (offshore United States), offshore West Africa and offshore Eastern Mediterranean. Its sanctioned projects include DJ Basin (onshore United States), Marcellus Shale (onshore United States), Eagle Ford Shale (onshore United States), Permian Basin (onshore United States), Gunflint (deepwater Gulf of Mexico) and Tamar Southwest (offshore Israel). Its proved reserves are approximately 1,420 million barrels oil equivalent. NOBLE ENERGY, INC. (NYSE:NBL) Recent Trading Information
NOBLE ENERGY, INC. (NYSE:NBL) closed its last trading session up +0.02 at 34.17 with 9,717,004 shares trading hands.
