NOBLE ENERGY, INC. (NYSE:NBL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On August 15, 2017, Noble Energy, Inc. (the “Company”) completed its previously announced underwritten public offering of $600,000,000 aggregate principal amount of its 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 were issued to the Seventh Supplemental Indenture dated as of August 15, 2017 (the “Supplemental Indenture”), to the Indenture dated as of February 27, 2009 between the Company and Wells Fargo Bank, National Association as trustee. The Notes are unsubordinated and unsecured obligations of the Company. 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) (the “Registration Statement”) 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 “Prospectus Supplement”).
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
Item 8.01. Other Events.
On August 14, 2017, the Company issued a press release announcing the results of its tender offer for any and all of its outstanding $1 billion aggregate principal amount of 8.25% Senior Notes due 2019 (the “2019 Notes”). A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report shall not constitute an offer to purchase or a solicitation of an offer to sell any securities and shall not constitute a notice of redemption under the indenture governing the 2019 Notes. Such notice is being made in accordance with the provisions of the indenture governing such notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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4.1 |
Seventh Supplemental Indenture dated as of August 15, 2017, to Indenture dated as of February 27, 2009 between Noble Energy, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to senior debt securities of Noble Energy, Inc. (including the form of 2028 Notes and 2047 Notes). |
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5.1 |
Opinion of Akin Gump Strauss Hauer & Feld, LLP. |
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23.1 |
Consent of Akin Gump Strauss Hauer & Feld, LLP (included as Exhibit 5.1 hereto). |
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99.1 |
Press release dated August 14, 2017 announcing tender offer results. |
NOBLE ENERGY INC ExhibitEX-5.1 3 exhibit51-legal_opinion.htm EXHIBIT 5.1 Exhibit Exhibit 5.1 August 15,…To view the full exhibit click here
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.