NOBLE ENERGY, INC. (NYSE:NBL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On August 8, 2017, Noble Energy, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and MUFG Securities Americas, Inc., as representatives of the several underwriters named therein (the “Underwriters”), with respect to the issuance and sale of $600,000,000 aggregate principal amount of the Company’s 3.850% Notes due 2028 (the “2028 Notes”) and $500,000,000 aggregate principal amount of the Company’s 4.950% Notes due 2047 (the “2047 Notes” and together with the 2028 Notes, the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended (the “Act”) to a Registration Statement on Form S-3 (No. 333-209573) which was filed with the Securities and Exchange Commission (the “SEC”) and became automatically effective on February 17, 2016. The terms of the Notes are further described in the Company’s prospectus supplement dated August 8, 2017, as filed with the SEC under Rule 424(b)(2) of the Act on August 10, 2017. The closing of the sale of the Notes is expected to occur on August 15, 2017, subject to customary closing conditions. The Notes are unsubordinated and unsecured obligations of the Company. The net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, are expected to be approximately $1.1 billion.

The Company intends to use the net proceeds from the offering, together with cash on hand or available liquidity, to purchase or redeem all of the Company’s outstanding $1 billion aggregate principal amount of its 8.25% senior notes due 2019 to a tender offer or redemption, including fees and expenses related to the tender offer or redemption.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities.

A copy of the Underwriting Agreement has been filed as Exhibit 1.1 to this report and is incorporated herein by reference.

Several of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates, for which they have received, or may in the future receive, customary fees and commissions for those transactions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished as part of this current report on Form 8-K

NOBLE ENERGY INC Exhibit
EX-1.1 2 underwritingagreement.htm EXHIBIT 1.1 UNDERWRITING AGREEMENT Exhibit     Exhibit 1.1NOBLE ENERGY,…
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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.