On May 17, 2017, Noble Energy, Inc. (Noble Energy) and its wholly owned subsidiary, Noble Energy US Holdings, LLC (together with Noble Energy, Sellers), entered into a definitive purchase agreement (the Agreement) with Wheeling Creek Midstream, LLC (Buyer), a portfolio company of Quantum Energy Partners, to which Sellers agreed to sell 50% of the outstanding membership interests in the holding company (the Acquired Entity) which owns a 50% interest in CONE Gathering LLC and 21.7 million common and subordinated units representing limited partner interests in CONE Midstream Partners LP for a total cash consideration of approximately $765 million. The transaction is expected to close in the third quarter of 2017.

The consummation of the transaction contemplated by the Agreement is subject to certain specified closing conditions, including receipt of regulatory approvals, no claims prohibiting or seeking to prohibit the transaction, and receipt of certain deliverables.

The Agreement contains representations, warranties and indemnifications of the parties customary for transactions of this type. The Agreement also contains certain termination rights for Buyer and Sellers customary for transactions of this type. Additionally, in the event that the previously announced purchase and sale agreement between Noble Energy and HG Energy II Appalachia, LLC (HG Energy) is terminated by HG Energy as a result of a material breach by Noble Energy thereunder, Buyer has the right to terminate the Agreement.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed with the Securities and Exchange Commission as Exhibit 2.1 hereto and incorporated herein by reference.

The representations, warranties and covenants set forth in the Agreement were made only for purposes of the Agreement as of the specific dates therein, were solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in Noble Energy’s public disclosures.

Item 7.01 Regulation FD.

Noble Energy issued a press release dated May 18, 2017, announcing that it had signed a definitive agreement to sell 50% of the outstanding membership interests in the Acquired Entity which owns a 50% interest in CONE Gathering LLC and 21.7 million common and subordinated units representing limited partner interests in CONE Midstream Partners LP. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1 Purchase Agreement by and among Wheeling Creek Midstream, LLC, Noble Energy US Holdings, LLC and Noble Energy, Inc. dated May 17, 2017.

99.1>>Press release issued by Noble Energy, Inc., dated May 18, 2017.

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 down -0.28 at 30.81 with 4,891,837 shares trading hands.