NOBLE ENERGY INC false 0000072207 0000072207 2019-09-24 2019-09-24





Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2019




(Exact name of Registrant as specified in its charter)







(State or other jurisdiction of

incorporation or organization)



File Number


(I.R.S. Employer

Identification No.)


1001 Noble Energy Way,

Houston, Texas



(Address of principal executive offices)


(Zip Code)

Registrant’s telephone number, including area code: (281) 872-3100

(Former name, former address and former fiscal year, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class





Name of each exchange

on which registered

Common Stock, $0.01 par value




New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 7.01. Regulation FD Disclosure.

Tender Offer

On September 24, 2019, Noble Energy, Inc. (the “Company”) issued a press release announcing that it has commenced a cash tender offer to purchase any and all of its outstanding $1 billion aggregate principal amount of 4.15% Notes due 2021. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:









Press Release dated September 24, 2019, announcing tender offer.




Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





Date: September 24, 2019





/s/ Kevin Haggard




Kevin Haggard




Vice President and Treasurer


Exhibit 99.1









HOUSTON (September 24, 2019) – Noble Energy, Inc. (NYSE: NBL) (“Noble Energy” or “the Company”) announced today that it has commenced a cash tender offer for any and all of its $1 billion 4.15% notes due 2021 (“the 2021 notes”). The tender offer is being made on the terms and subject to the conditions set forth in the offer to purchase dated September 24, 2019 and the related letter of transmittal and notice of guaranteed delivery.

The tender offer will expire at 5:00 p.m., New York City time, on September 30, 2019, unless extended or earlier terminated as described in the offer to purchase (such time and date, as they may be extended, the “Expiration Time”). Holders of the 2021 notes who validly tender (and do not validly withdraw) their notes prior to the Expiration Time, or who deliver to the depositary and information agent a properly completed and duly executed notice of guaranteed delivery in accordance with the instructions described in the offer to purchase, will be eligible to receive in cash the Tender Offer Consideration described below.


Title of Security





Principal Amount


U.S. Treasury

Reference Security



Reference Page


Fixed Spread

4.15% Notes due 2021  




2.75% UST due


  FIT4   +35 bps

The “Tender Offer Consideration” for each $1,000 principal amount of the 2021 notes validly tendered and accepted for purchase pursuant to the tender offer will be determined in the manner described in the offer to purchase by reference to a fixed spread specified for the 2021 notes and specified in the table above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 2:00 p.m., New York City time, on September 30, 2019, unless extended or earlier terminated.

Holders will also receive accrued and unpaid interest on the 2021 notes validly tendered and accepted for purchase from the June 15, 2019 interest payment date up to, but not including, the date the Company makes payment for such 2021 notes, which date is anticipated to be October 1, 2019

(the “Settlement Date”). Tendered notes may be withdrawn at any time at or prior to the Expiration Time. The Company reserves the right to terminate, withdraw or amend the tender offer at any time, subject to applicable law.

The tender offer is subject to the satisfaction or waiver of certain conditions, including receipt by the Company of proceeds from a proposed debt financing on terms reasonably satisfactory to the Company that generates net proceeds in an amount that is sufficient to effect the repurchase of the 2021 notes validly tendered and accepted for purchase pursuant to the tender offer. If any 2021 notes remain outstanding after the consummation of the tender offer, the Company expects (but is not obligated) to redeem such notes in accordance with the terms and conditions set forth in the related indenture.

The Company has engaged MUFG Securities Americas Inc. to act as dealer manager in connection with the tender offer, and has appointed Global Bondholder Services Corporation (“GBS”) to serve as the depositary and information agent for the tender offer.

For additional information regarding the terms of the tender offer, please contact MUFG Securities Americas Inc. at (212) 405-7481. Questions regarding the tender offer should be directed to GBS at (212) 430-3774 (banks and brokers) or (866) 470-3700 (all others).

The complete terms and conditions of the tender offer are described in the offer to purchase and the related letter of transmittal and notice of guaranteed delivery. These documents are available at http://www.gbsc-usa.com/Noble/ and may also be obtained by contacting GBS by telephone.

None of the Company, its board of directors, the dealer manager, GBS or the trustee for the notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender any 2021 notes in response to the tender offer. Holders must make their own decision as to whether to tender any of their 2021 notes and, if so, the principal amount of 2021 notes to tender.

This announcement is not 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 2021 notes. The tender offer is being made solely by means of the offer to purchase and the related letter of transmittal.

Noble Energy (NYSE: NBL) is an independent oil and natural gas exploration and production company committed to meeting the world’s growing energy needs and delivering leading returns to shareholders. The Company operates a high-quality portfolio of assets onshore in the United States and offshore in the Eastern Mediterranean and off the west coast of Africa. Founded more than 85

years ago, Noble Energy is guided by its values, its commitment to safety, and respect for stakeholders, communities and the environment. For more information on how the Company fulfills its purpose: Energizing the World, Bettering People’s Lives®, visit https://www.nblenergy.com.

Forward Looking Statements

This news release contains certain “forward-looking statements” within the meaning of federal securities laws. Words such as “anticipates”, “believes”, “expects”, “intends”, “will”, “should”, “may”, and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Noble Energy’s current views about future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the effects of global, national and regional economic and market conditions, changes in the financial markets and interest rates, the volatility in commodity prices for crude oil and natural gas, the ability to consummate the tender offer or redemption or the proposed debt financing and other risks inherent in Noble Energy’s businesses that are discussed in Noble Energy’s most recent annual report on Form 10-K and in other Noble Energy reports on file with the Securities and Exchange Commission. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Noble Energy does not assume any obligation to update any forward-looking statements should circumstances or management’s estimates or opinions change.

Investor Contacts:

Brad Whitmarsh

(281) 943-1670


Media Contacts:

Paula Beasley

(281) 876-8441