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

Letter Agreement

On December7, 2017, Noble Energy, Inc., a Delaware corporation (the “Company”), entered into a Letter Agreement (the “Letter Agreement”) with Wheeling Creek Midstream, LLC, a Delaware Limited Liability Company (“Wheeling Creek”), a portfolio company of Quantum Energy Partners, and Noble Energy US Holdings, LLC, a Delaware Limited Liability Company (“Noble Holdings”), a subsidiary of the Company, with respect to that certain Purchase Agreement (the “Purchase Agreement”), dated May17, 2017, among the Company, Wheeling Creek and Noble Holdings.

Under the Purchase Agreement, subject to certain exceptions, each of the Company and Wheeling Creek would be entitled to terminate the Purchase Agreement if the transactions contemplated thereby have not been consummated by an “outside date” of December31, 2017. Under the Letter Agreement the outside date has been extended until June30, 2018 and any closing of the transactions is subject to the restructuring of the governance, operational and economic structure of CONE Gathering LLC, CONE Midstream Partners LP and CONE Midstream GP LLC in a manner acceptable to Wheeling Creek.

In addition, the Letter Agreement permits the Company to discuss and negotiate with CNX Gas Company LLC and its affiliates (collectively, the “CONSOL Parties”) with respect to a potential sale to the CONSOL Parties of the Company’s 50% interest in CONE Gathering LLC or its interest in CONE Midstream Partners LP and to terminate the Purchase Agreement if definitive agreements related to such a sale are entered into.

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.