Noble Energy Inc.
NOBLE ENERGY INC (Form: S-4, Received: 03/06/2017 06:07:39)

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As filed with the Securities and Exchange Commission on March 6 , 2017

Registration No. 333-      

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)

Delaware
1311
73-0785597
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

1001 Noble Energy Way
Houston, Texas 77070
(281) 872-3100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Arnold J. Johnson
Senior Vice President, General Counsel and Secretary
Noble Energy, Inc.
1001 Noble Energy Way
Houston, Texas 77070
(281) 872-3100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Frank E. Bayouth, Esq.
Eric C. Otness, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1000 Louisiana, Suite 6800
Houston, Texas 77002
(713) 655-5100
T. Mark Tisdale, Esq.
Vice President and General Counsel
Clayton Williams Energy, Inc.
6 Desta Drive, Suite 6500
Midland, Texas 79705
(432) 682-6324
Michael E. Dillard, Esq.
John M. Greer, Esq.
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5401

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger contemplated by the Agreement and Plan of Merger, dated as of January 13, 2017, described in the enclosed proxy statement/prospectus, have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
Accelerated filer
o
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of each class of
securities to be registered
Amount
to be
registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
Amount of
registration fee
Common Stock, par value $0.01 per share
 
56,201,516 (1
)
 
N/A
 
$
2,102,330,849.50 (2
)
$
243,660.15
 

(1) The number of shares of common stock of the registrant being registered is based upon an estimate of the maximum number of shares of common stock, par value $0.10 per share, of Clayton Williams Energy, Inc. (“CWEI”) presently outstanding or issuable or expected to be issued at the time of the proposed merger of CWEI with an indirect, wholly owned subsidiary of the registrant, including shares of CWEI common stock issuable upon the exercise of CWEI options and warrants and CWEI restricted common stock that will be assumed by the registrant in the proposed merger, multiplied by the mixed-election exchange ratio of 2.7874 shares of common stock, par value $0.01 per share, of the registrant, for each such share of common stock of CWEI.
(2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated pursuant to Rule 457(f)(1) and (f)(3) under the Securities Act. The proposed maximum aggregate offering price for the common stock is (i) the product of (A) $137.25, the average of the high and low sales prices of CWEI common stock, as quoted on the New York Stock Exchange, on March 2, 2017, computed in accordance with Rule 457(c) under the Securities Act, multiplied by (B) 20,162,702, the estimated maximum number of shares of CWEI common stock outstanding or issuable that may be exchanged for the shares of common stock of the registrant being registered, minus (ii) $665 million, the estimated minimum amount of cash to be paid by the registrant in respect of such CWEI common stock.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY SUBJECT TO COMPLETION—DATED MARCH 6 , 2017


            , 2017

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

Each of the boards of directors of Noble Energy, Inc. (“Noble”) and Clayton Williams Energy, Inc. (“CWEI”) has unanimously approved a transaction for the combination of Noble and CWEI, as described below (the “merger”). CWEI is sending you this proxy statement/prospectus to invite you to attend a special meeting of CWEI stockholders being held to vote on the merger (the “CWEI special meeting”) and to ask you to vote at the CWEI special meeting in favor of adopting the agreement and plan of merger.

Noble and CWEI entered into an agreement and plan of merger on January 13, 2017 (as it may be amended from time to time, the “merger agreement”) pursuant to which, subject to CWEI stockholder approval and certain other customary closing conditions, Noble and CWEI will combine their businesses through the merger of CWEI with a newly formed, indirect, wholly owned subsidiary of Noble, with CWEI thereupon becoming an indirect, wholly owned subsidiary of Noble and, after completion of the merger, but as part of the same transaction, the merger of CWEI with an indirect, wholly owned subsidiary of Noble, with such subsidiary continuing as the surviving entity.

If the merger is completed, at the effective time of the merger (the “effective time”), each share of common stock, par value $0.10 per share, of CWEI (each, a “CWEI common share”) issued and outstanding immediately prior to the effective time (other than CWEI common shares held in treasury and CWEI common shares held by stockholders who properly comply in all respects with the provisions of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) as to appraisal rights) and each unexercised warrant to purchase or otherwise acquire CWEI common shares (each, a “CWEI warrant”) issued and outstanding as of the effective time, will be cancelled and extinguished and automatically converted into the right to receive, at the election of the stockholder or warrant holder, as applicable, but subject to proration as described below, one of the following forms of consideration (the “merger consideration”):

for each CWEI common share, one of (i) 3.7222 (the “share-election exchange ratio”) shares, par value $0.01, of common stock of Noble (each, a “Noble common share,” and such consideration, the “share-election consideration”); (ii)(A) $34.75 in cash (subject to applicable withholding tax), without interest and (B) 2.7874 (the “mixed-election exchange ratio”) Noble common shares (the “mixed-election consideration”); or (iii) $138.39 in cash (subject to applicable withholding tax), without interest (the “cash-election consideration”); and

for each CWEI warrant, either (i) the share-election consideration in respect of the number of CWEI common shares that would be issued upon a cashless exercise of such CWEI warrant immediately prior to the effective time (“warrant notional common shares”); (ii) the mixed-election consideration in respect of the number of warrant notional common shares represented by such CWEI warrant; or (iii) the cash-election consideration in respect of the number of warrant notional common shares represented by such CWEI warrant.

The merger consideration is subject to proration so that the aggregate merger consideration paid in respect of all CWEI common shares and CWEI warrants consists of 75% Noble common shares and 25% cash, based on the closing sale price for the Noble common shares on January 12, 2017. No fractional Noble common shares will be issued in the merger, and holders of CWEI common shares and CWEI warrants will, instead, receive cash in lieu of fractional Noble common shares, if any. The merger consideration will also be adjusted appropriately to fully reflect the effect of any subdivisions, reclassifications, splits, share distributions, combinations or exchanges of CWEI common shares or Noble common shares.

At the effective time, each share of preferred stock, par value $0.10 per share, of CWEI (each, a “CWEI preferred share”) issued and outstanding immediately prior to the effective time will be converted into the right to receive cash in an amount equal to $1.00 (subject to applicable withholding tax), without interest.

Upon completion of the merger, CWEI’s former stockholders will own approximately 11% of the then outstanding Noble common shares, based on the number of shares, warrants and equity awards of Noble and CWEI outstanding on             , 2017. The value of the merger consideration (except for the cash-election consideration and the cash portion of the mixed-election consideration) to be received in exchange for each CWEI common share will fluctuate with the market value of the Noble common shares until the merger is completed.

Based on the closing sale price for the Noble common shares on January 13, 2017, the last trading day before public announcement of the merger, the share-election consideration represented approximately $139.17 in value for each CWEI common share and the mixed-election consideration represented approximately $138.97 in value for each CWEI common share.

Noble common shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “NBL.” CWEI common shares are listed on the NYSE under the symbol “CWEI.” We urge you to obtain current market quotations for the shares of common stock of Noble and CWEI.

Your vote is very important regardless of the number of CWEI common shares you own. The merger cannot be completed unless CWEI stockholders adopt the merger agreement at the CWEI special meeting. Information about this meeting, the merger and the other business to be considered by CWEI stockholders at the CWEI special meeting is contained in this proxy statement/prospectus. We urge you to read this proxy statement/prospectus carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 16 .

Whether or not you plan to attend the CWEI special meeting, please submit your proxy as soon as possible to make sure that your shares are represented at that meeting.

The CWEI board of directors recommends that CWEI stockholders vote “FOR” the proposal to adopt the merger agreement, which is necessary to complete the merger.

Clayton W. Williams, Jr.
Chairman of the Board and Chief Executive Officer
Clayton Williams Energy, Inc.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated             , 2017, and is first being mailed to stockholders of CWEI on or about             , 2017.

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6 Desta Drive, Suite 6500
Midland, Texas 79705

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON         , 2017

To the stockholders of Clayton Williams Energy, Inc.:

Notice is hereby given that a special meeting of stockholders of Clayton Williams Energy, Inc. will be held on         , 2017, at       , Central time, at ClayDesta Conference Center, 6 Desta Drive, Suite 6500, Midland, Texas 79705, for the following purposes:

1. Merger Proposal: To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of January 13, 2017, as it may be amended from time to time, by and among Noble Energy, Inc., Wild West Merger Sub, Inc., NBL Permian LLC and Clayton Williams Energy, Inc., a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice;
2. Adjournment Proposal: To consider and vote on a proposal to approve the adjournment of the CWEI special meeting, if necessary to solicit additional proxies if there are not sufficient votes to approve the merger proposal at the time of the CWEI special meeting; and
3. Advisory Compensation Proposal: To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the payments that will or may be paid to CWEI’s named executive officers in connection with the merger.

Approval of the merger proposal is required for completion of the merger. Neither the adjournment proposal nor the advisory compensation proposal is a condition to the obligations of Noble or CWEI to complete the merger.

CWEI will transact no other business at the CWEI special meeting, except for business properly brought before the CWEI special meeting or any adjournment or postponement thereof.

The accompanying proxy statement/prospectus further describes the matters to be considered at the CWEI special meeting.

The CWEI board of directors has set         , 2017 as the record date (the “record date”) for the CWEI special meeting. Only CWEI stockholders of record at the close of business on the record date will be entitled to notice of and to vote at the CWEI special meeting and any adjournments thereof.

Your vote is very important. To ensure your representation at the CWEI special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the internet. Please submit your proxy promptly, whether or not you expect to attend the CWEI special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the CWEI special meeting.

The CWEI board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the merger proposal, “FOR” the adjournment proposal, if necessary, and “FOR” the advisory compensation proposal.

By Order of the Board of Directors of Clayton Williams Energy, Inc.,

McRae M. Biggar
Secretary
Midland, TX
        , 2017

PLEASE SUBMIT YOUR PROXY PROMPTLY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT SUBMITTING A PROXY FOR YOUR SHARES, YOU SHOULD CONTACT MORROW SODALI LLC, CWEI’S PROX Y SOLICITOR . STOCKHOLDERS PLEASE CALL TOLL-FREE AT (877) 787-9239 (BANKS AND BROKERS PLEASE CALL COLLECT AT (203) 658-9400 ) .

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Noble and CWEI from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 112 .

You can obtain any of the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from Morrow Sodali LLC, CWEI’s proxy solicitor, at the following address: 470 West Avenue, Stamford, Connecticut 06902 or telephone number: stockholders please call toll-free at (877) 787-9239 (banks and brokers please call collect at (203) 658-9400).

To receive timely delivery of the documents in advance of the CWEI special meeting, you should make your request no later than          , 2017.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the SEC’s website at www.sec.gov . In addition, you may obtain copies of documents filed by Noble with the SEC by accessing Noble’s website at www.nblenergy.com under the tab “Investors” and then under the heading “SEC Filings.” You may also obtain copies of documents filed by CWEI with the SEC by accessing CWEI’s website at www.claytonwilliams.com under the tab “Investors” and then under the heading “SEC Filings.”

We are not incorporating the contents of the websites of the SEC, Noble, CWEI or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Noble (File No. 333-    ), constitutes a prospectus of Noble under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Noble common shares to be issued pursuant to the merger agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the CWEI special meeting, at which CWEI stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated         , 2017. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to CWEI stockholders nor the issuance by Noble of Noble common shares pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Noble contained in this proxy statement/prospectus or incorporated by reference has been provided by Noble, and the information concerning CWEI contained in this proxy statement/prospectus or incorporated by reference has been provided by CWEI.

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QUESTIONS AND ANSWERS ABOUT THE CWEI SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the CWEI special meeting. They may not include all the information that is important to CWEI stockholders . CWEI s tockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.

Q: Why am I receiving this proxy statement/prospectus?
A: Noble and CWEI have agreed to a merger, pursuant to which CWEI will become an indirect, wholly owned subsidiary of Noble, as more fully described below. CWEI is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their CWEI common shares with respect to the merger and other matters to be considered at the CWEI special meeting.

The merger cannot be completed unless CWEI stockholders adopt the merger agreement. Information about the CWEI special meeting, the merger and the other business to be considered by stockholders at the CWEI special meeting is contained in this proxy statement/prospectus.

This document constitutes both a proxy statement of CWEI and a prospectus of Noble. It is a proxy statement because the board of directors of CWEI (the “CWEI board”) is soliciting proxies from its stockholders. It is a prospectus because Noble will issue shares of its common stock in exchange for outstanding CWEI common shares in the merger.

Q: What will happen in the merger?
A: Under the merger agreement, at the effective time, Wild West Merger Sub Inc. (“Merger Sub”), an indirect, wholly owned subsidiary of Noble, will merge with and into CWEI in the merger, with CWEI continuing as the surviving entity and an indirect, wholly owned subsidiary of Noble (such entity sometimes referred to herein as the “surviving corporation”). After completion of the merger, but as part of the same plan as the merger, CWEI, as the surviving corporation in the merger, will merge with and into its parent, NBL Permian LLC (“NBL Permian”), with NBL Permian continuing as the surviving entity and an indirect, wholly owned subsidiary of Noble (such entity sometimes referred to herein as the “surviving company”), in a transaction that is referred to as the “second merger.”
Q: What will I receive in the merger?
A: Upon completion of the merger, each CWEI common share issued and outstanding immediately prior to the effective time (other than CWEI common shares held in treasury and CWEI common shares held by stockholders who properly comply in all respects with the provisions of Section 262 of the DGCL as to appraisal rights) will be cancelled and extinguished and automatically converted into the right to receive, at the election of the stockholder, but subject to proration as described below, one of (i) 3.7222 Noble common shares (such election, a “share election”); (ii)(A) $34.75 in cash (subject to applicable withholding tax), without interest and (B) 2.7874 Noble common shares (such election, a “mixed election”); or (iii) $138.39 in cash (subject to applicable withholding tax), without interest (such election, a “cash election”).

The merger consideration is subject to proration so that the aggregate merger consideration paid in respect of all CWEI common shares and CWEI warrants consists of 75% Noble common shares and 25% cash, based on the closing sale price for the Noble common shares on January 12, 2017. You may elect to receive the share-election consideration, the mixed-election consideration, or the cash-election consideration. However, the ability to receive the merger consideration of your choice will depend on the elections of other CWEI stockholders and CWEI warrant holders. The proration of the merger consideration payable to CWEI stockholders and CWEI warrant holders in the merger will not be known until Noble tallies the results of the elections made by CWEI stockholders and CWEI warrant holders, which will not occur until near or after the closing of the merger.

No fractional Noble common shares will be issued in the merger, and holders of CWEI common shares and CWEI warrants will, instead, receive cash in lieu of fractional Noble common shares, if any. The merger consideration will also be adjusted appropriately to fully reflect the effect of any subdivisions, reclassifications, splits, share distributions, combinations or exchanges of CWEI common shares or Noble common shares.

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Q: What will holders of CWEI equity awards receive in the merger?
A: Stock Options . Each option to purchase CWEI common shares (each, a “CWEI option”) that is outstanding immediately prior to the effective time will vest and be exchanged for the number of Noble common shares, rounded down to the nearest whole share, equal to the quotient of (i) the product of (A) the number of CWEI common shares subject to the CWEI option, multiplied by (B) the amount, if any, by which the per share closing trading price of CWEI common shares on the business day immediately before the effective time exceeds the exercise price per CWEI common share otherwise purchasable pursuant to the CWEI option immediately prior to the effective time, divided by (ii) the average of the closing sale prices of a Noble common share as reported on the NYSE for the ten consecutive full trading days, ending at the close of trading on the full trading day immediately preceding the date on which the effective time occurs. If such calculation results in zero or a negative number, the applicable CWEI option shall be forfeited for no consideration.

Restricted Shares . At the effective time, the restricted CWEI common shares (each, a “CWEI restricted share”) outstanding immediately prior to the effective time will be converted into a number of restricted Noble common shares equal to the number of CWEI restricted shares multiplied by the share-election exchange ratio of 3.7222, rounded up to the nearest whole share, and subject to the same vesting, repurchase and other restrictions as the CWEI restricted shares.

Q: What will holders of CWEI warrants receive in the merger?
A: Upon completion of the merger, each unexercised CWEI warrant issued and outstanding immediately prior to the effective time will be cancelled and extinguished and automatically converted into the right to receive, at the election of the warrant holder, but subject to proration as described below, either (i) 3.7222 Noble common shares in respect of the number of warrant notional common shares (the number of CWEI common shares that would be issued upon a cashless exercise of such CWEI warrant immediately prior to the effective time) represented by such CWEI warrant; (ii)(A) $34.75 in cash (subject to applicable withholding tax), without interest and (B) 2.7874 Noble common shares in respect of the number of warrant notional common shares represented by such CWEI warrant; or (iii) $138.39 in cash (subject to applicable withholding tax), without interest, in respect of the number of warrant notional common shares represented by such CWEI warrant.

The merger consideration is subject to proration so that the aggregate merger consideration paid in respect of all CWEI common shares and CWEI warrants consists of 75% Noble common shares and 25% cash, based on the closing sale price for the Noble common shares on January 12, 2017. No fractional Noble common shares will be issued in the merger, and holders of CWEI warrants will, instead, receive cash in lieu of fractional Noble common shares, if any. The merger consideration will also be adjusted appropriately to fully reflect the effect of any subdivisions, reclassifications, splits, share distributions, combinations or exchanges of CWEI common shares or Noble common shares.

Q: What will holders of CWEI preferred shares receive in the merger?
A: Upon completion of the merger, each CWEI preferred share issued and outstanding immediately prior to the effective time will be converted into the right to receive cash in an amount equal to $1.00 (subject to applicable withholding tax), without interest.
Q: Will I receive the form of merger consideration that I elect?
A: Even if you make a valid election, you may not receive the exact form of merger consideration that you elect. If you make no valid election with respect to your CWEI common shares (and do not exercise appraisal rights), you will receive such merger consideration as is determined in accordance with the proration provisions of the merger agreement.

The merger consideration is subject to proration so that the aggregate merger consideration paid in respect of all CWEI common shares and CWEI warrants consists of 75% Noble common shares and 25% cash, based on the closing sale price for the Noble common shares on January 12, 2017. The ability to receive the merger consideration of your choice will depend on the elections of other CWEI stockholders and CWEI warrant holders. You may not receive the form of merger consideration that you elect in the merger, and you may instead receive a pro-rata amount of cash, Noble common shares or both.

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The greater the oversubscription of the share-election consideration, if any, the fewer Noble common shares and more cash a CWEI stockholder or CWEI warrant holder making the share election will receive. Reciprocally, the greater the oversubscription of the cash-election consideration, if any, the less cash and more Noble common shares a CWEI stockholder or CWEI warrant holder making the cash election will receive. The proration of the merger consideration payable to CWEI stockholders and CWEI warrant holders in the merger will not be known until Noble tallies the results of the elections made by CWEI stockholders and CWEI warrant holders, which will not occur until near or after the closing of the merger. See “The Merger Agreement—Proration Procedures” beginning on page 60 .

Q: When do Noble and CWEI expect to complete the merger?
A: Noble and CWEI are working to complete the merger as soon as practicable. If CWEI stockholders approve the merger proposal, we currently expect that the merger will be completed by             , 2017. Neither Noble nor CWEI can predict, however, the actual date on which the merger will be completed because it is subject to conditions beyond each company’s control, including the approval of the merger proposal by CWEI stockholders. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 63 .
Q: What happens if the merger is not completed?
A: If the merger proposal is not approved by CWEI stockholders or if the merger is not completed for any other reason, you will not receive any form of consideration for your CWEI common shares in connection with the merger. Instead, CWEI will remain an independent publicly traded corporation and its common stock will continue to be listed and traded on the NYSE. If the merger agreement is terminated under specified circumstances, including in certain circumstances in connection with an alternative proposal, or if there is a change in recommendation by the CWEI board, CWEI will be required to pay Noble a termination fee in the amount of $87 million. Following payment of the termination fee, CWEI will not have any further liability to Noble in respect of the merger agreement (other than liability for any willful breach or fraud). See “The Merger Agreement—Effect of Termination; Termination Fees” beginning on page 75 .
Q: What am I being asked to vote on and why is this approval necessary?
A: CWEI stockholders are being asked to vote on the following proposals:
1. Merger Proposal : To consider and vote on a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus;
2. Adjournment Proposal : To consider and vote on a proposal to approve the adjournment of the CWEI special meeting, if necessary to solicit additional proxies if there are not sufficient votes to approve the merger proposal at the time of the CWEI special meeting; and
3. Advisory Compensation Proposal : To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the payments that will or may be paid to CWEI’s named executive officers in connection with the merger.

Approval of the merger proposal is required for completion of the merger. Neither the adjournment proposal nor the advisory compensation proposal is a condition to the obligations of Noble or CWEI to complete the merger.

Q: What vote is required to approve each proposal at the CWEI Special Meeting?
A: The following vote is needed for each proposal:
1. Merger Proposal : The affirmative vote of holders of a majority of the outstanding CWEI common shares entitled to vote on the merger proposal.

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2. Adjournment Proposal : The affirmative vote of holders of a majority of the CWEI common shares represented at the CWEI special meeting (in person or by proxy) and entitled to vote on the adjournment proposal.
3. Advisory Compensation Proposal : The affirmative vote of holders of a majority of the CWEI common shares represented at the CWEI special meeting (in person or by proxy) and entitled to vote on the advisory compensation proposal.
Q: Are there any stockholders already committed to voting in favor of the merger agreement?
A: Yes. Certain CWEI stockholders affiliated with Ares Management LLC (collectively with its affiliates, “Ares Management,” and such stockholders, the “Ares stockholders”) entered into a support agreement (the “support agreement”), pursuant to which the Ares stockholders agreed, among other things, not to exercise or assert any appraisal rights under Section 262 of the DGCL in connection with the merger. The Ares stockholders have also agreed, among other things, during the period from January 13, 2017 to and including the date of termination of the merger agreement, if any, to vote all of the CWEI common shares and, if applicable, the CWEI preferred shares, they beneficially own as of the record date of the CWEI special meeting in favor of the merger proposal. See “The Merger—Share Ownership of Certain Stockholders; Support and Non-Dissent Agreements—Support Agreement” beginning on page 47 .

In addition, Clayton W. Williams, Jr. and The Williams Children’s Partnership Ltd., each a stockholder of CWEI (together, the “non-dissenting parties”), entered into agreements (the “non-dissent agreements”), pursuant to which the non-dissenting parties agreed, among other things, not to exercise or assert any appraisal rights under Section 262 of the DGCL in connection with the merger. The non-dissenting parties have also agreed, among other things, during the period from January 13, 2017 to and including the date of termination of the merger agreement, if any, to vote all of the CWEI common shares they beneficially own as of the record date of the CWEI special meeting against any alternative proposal and against any amendment of CWEI’s certificate of incorporation or by-laws or other proposal or transaction involving CWEI or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the merger, the merger agreement or any of the transactions contemplated by the merger agreement or change in any manner the voting rights of any outstanding class of capital stock of CWEI. See “The Merger—Share Ownership of Certain Stockholders; Support and Non-Dissent Agreements—Non-Dissent Agreements” beginning on page 48 .

Q: What constitutes a quorum?
A: A quorum requires the holders of a majority of the CWEI common shares issued and outstanding and entitled to vote, represented in person or by proxy. Any abstentions will be treated as present for the purposes of determining whether a quorum exists at the CWEI special meeting. Any broker non-votes will not be treated as present for the purposes of determining whether a quorum exists.
Q: How does the CWEI board recommend that I vote?
A: The CWEI board recommends that CWEI stockholders vote “FOR” the merger proposal, “FOR” the adjournment proposal, if necessary to solicit additional proxies if there are not sufficient votes to approve the merger proposal at the time of the CWEI special meeting, and “FOR” the advisory compensation proposal.
Q: What do I need to do now?
A: After carefully reading and considering the information contained in this proxy statement/prospectus, please submit a proxy or voting instructions for your shares by following the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.
Q: How do I vote?
A: If you are a stockholder of record of CWEI as of the record date (            , 2017), you may vote by proxy before the CWEI special meeting in one of the following ways:
By Telephone : By dialing the toll-free number specified on the proxy card and following the instructions on the proxy card;

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Via the Internet : By accessing the website specified on the proxy card and following the instructions on the proxy card; or
By Mail : By completing and returning the proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States.

You may also cast your vote in person at the CWEI special meeting.

If your shares are held in “street name” through a broker or other nominee, that institution will send you separate instructions describing the procedure that you must follow in order to have your shares voted.

Q: When and where is the CWEI special meeting of stockholders?
A: The CWEI special meeting will be held at ClayDesta Conference Center, 6 Desta Drive, Suite 6500, Midland, Texas 79705 on          , 2017. Subject to space availability, all CWEI stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at    , Central time on the day of the CWEI special meeting.
Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?
A: No. If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to CWEI or by voting in person at the CWEI special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

If you do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. This is referred to in this proxy statement/prospectus and in general as a broker non-vote. In these cases, the broker or other nominee cannot register your shares as being present at the CWEI special meeting for purposes of determining a quorum, and will not be able to vote your shares on those matters for which specific authorization is required. Under the current NYSE rules, brokers do not have discretionary authority to vote on any of the proposals, including the merger proposal. As a result, a broker non-vote of a CWEI common share will have the same effect as a vote “AGAINST” the merger proposal. Broker non-votes will not be considered entitled to vote on the adjournment proposal or the advisory compensation proposal, and will have no effect on the outcome of the vote on those proposals (assuming in the case of the advisory compensation proposal that a quorum is present).

Q: What if I do not vote or abstain?
A: For purposes of the CWEI special meeting, an abstention occurs when a stockholder attends the CWEI special meeting in person and does not vote or returns a proxy with an “abstain” vote. If you fail to vote, or if you respond with an “abstain” vote on the merger proposal, your proxy will have the same effect as a vote cast “AGAINST” the merger proposal. If you attend the CWEI special meeting and fail to vote, or if you respond with an “abstain” vote on the adjournment proposal or the advisory compensation proposal, your proxy will have the same effect as a vote cast “AGAINST” that proposal.

If you fail to instruct your broker, bank or other nominee how to vote on the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal. If you fail to instruct your broker, bank or other nominee how to vote on the adjournment proposal or the advisory compensation proposal, it will have no effect on the outcome of the vote on that proposal (assuming in the case of the advisory compensation proposal that a quorum is present).

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Q: What will happen if I return my proxy or voting instruction card without indicating how to vote?
A: If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the CWEI common shares represented by your proxy will be voted as recommended by the CWEI board with respect to that proposal. Unless a CWEI stockholder checks the box on its proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on other matters relating to the CWEI special meeting.

The CWEI board recommends that CWEI stockholders vote “FOR” the merger proposal, “FOR” the adjournment proposal, if necessary to solicit additional proxies if there are not sufficient votes to approve the merger proposal at the time of the CWEI special meeting, and “FOR” the advisory compensation proposal.

Q: May I revoke my proxy or change my vote after I have delivered my proxy or voting instruction card?
A: Yes. You may revoke your proxy and/or change your voting instructions at any time before your CWEI common shares are voted at the CWEI special meeting. You may do this by:
sending a written notice, which is received prior to your vote being cast at the CWEI special meeting, to Clayton Williams Energy, Inc., 6 Desta Drive, Suite 6500, Midland, Texas 79705, Attention: Secretary, that bears a date later than the date of the proxy and states that you revoke your proxy;
submitting a valid, later-dated proxy by mail, telephone or via the internet that is received prior to your vote being cast at the CWEI special meeting; or
attending the CWEI special meeting and voting by ballot in person (your attendance at the CWEI special meeting will not, by itself, revoke any proxy that you have previously given).

If you hold your CWEI common shares through a broker, bank or other nominee, you must follow the directions you receive from your broker, bank or other nominee in order to revoke your proxy or change your voting instructions.

Q: What does it mean if I receive more than one proxy card or vote instruction card?
A: Your receipt of more than one proxy card or vote instruction card may mean that you have multiple accounts with CWEI’s transfer agent or with a broker, bank or other nominee. If voting by proxy by mail, you will need to sign and return all proxy cards or vote instruction cards to ensure that all of your CWEI common shares are voted. Each proxy card or vote instruction card represents a distinct number of CWEI common shares and it is the only means by which those particular CWEI common shares may be voted by proxy.
Q: How do I make an election as to the form of merger consideration I wish to receive in the merger?
A: Each record holder of CWEI common shares is being sent an election form and letter of transmittal (an “election form”) along with this proxy statement/prospectus. The election form contains instructions for making a selection of merger consideration and for surrendering your CWEI common shares in exchange for the merger consideration. Wells Fargo Bank, N.A. (the “exchange agent”), the exchange agent for the merger, must receive your properly completed and signed election form and your stock certificates or book-entry shares, or an appropriate and customary guarantee of delivery thereof, and any additional documents specified in the election form, by no later than the election deadline in order for your choice as to the form of merger consideration to be considered with those timely made by the other CWEI stockholders and CWEI warrant holders. Noble and CWEI currently anticipate that the “election deadline” will be 5:00 p.m. Central time on             , 2017. Noble and CWEI will issue a joint press release announcing the anticipated date of the election deadline not more than 15 business days before, and at least five business days prior to, the anticipated date of the election deadline. Noble and CWEI will also issue a joint press release if the election deadline changes. See “The Merger Agreement—Election Procedures” beginning on page 58 .

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Q: What happens if I don’t make a valid election as to the form of merger consideration before the election deadline?
A: If you do not make a valid election as to the form of merger consideration before the election deadline, you will receive such merger consideration as is determined in accordance with the proration provisions of the merger agreement. If the merger is completed, the exchange agent will send any CWEI stockholder who does not make a valid election a new letter of transmittal that such stockholder can use to surrender its CWEI common shares in exchange for the merger consideration.
Q: Can I change my election as to the form of merger consideration?
A: Yes. You can change your election as to the form of merger consideration by submitting a properly completed and signed revised election form. For a change of election to be effective, the exchange agent must receive your signed revised election form before the election deadline. See “The Merger Agreement—Election Procedures” beginning on page 58 .
Q: Should CWEI stockholders send in their stock certificates with the enclosed proxy?
A: No. CWEI stockholders should not send in any stock certificates with the enclosed proxy. Each record holder of CWEI common shares is being sent an election form with this proxy statement/prospectus. The election form contains instructions for surrendering your CWEI common shares to the exchange agent in exchange for the merger consideration. For information regarding delivery of your stock certificates, if any, see “The Merger Agreement—Exchange and Payment Procedures” and “The Merger Agreement—Election Procedures” beginning on pages 57 and 58, respectively.
Q: What happens if I sell my CWEI common shares after the record date but before the CWEI special meeting?
A: The record date for the CWEI special meeting is earlier than the date of the CWEI special meeting and earlier than the date on which the merger is expected to be completed. If you sell or otherwise transfer your CWEI common shares after the record date but before the date of the CWEI special meeting, you will retain your right to vote at the CWEI special meeting. However, you will not have the right to receive the merger consideration to be received by CWEI stockholders in the merger. In order to receive the merger consideration, you must hold your CWEI common shares through completion of the merger.
Q: What are the U.S. federal income tax consequences of the merger?
A: The merger and the second merger, considered together, are intended to constitute a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The holders of CWEI common shares are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of CWEI common shares for Noble common shares in the merger, except that such holders will recognize gain (but not loss) to the extent such holders receive cash. The holders of CWEI common shares that receive the entirety of their merger consideration in the form of cash, however, are expected to recognize gain or loss equal to the difference between the amount of cash received and the basis in the CWEI common shares exchanged. The obligations of Noble and CWEI to complete the merger are subject to, among other conditions described in this proxy statement/prospectus, the receipt by each of Noble and CWEI of an opinion of counsel to the effect that the merger and the second merger, considered together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

You should read “U.S. Federal Income Tax Consequences” beginning on page 53 for a more complete discussion of the United States federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

Q: Do I have appraisal rights in connection with the merger?
A: Yes. As a holder of CWEI common shares, you are entitled to seek appraisal or dissenters’ rights under the DGCL in connection with the merger if you (i) do not vote in favor of the merger proposal and (ii) comply with the other statutory requirements for demanding appraisal. Failure to follow precisely any of the statutory requirements could result in the loss of your appraisal rights.

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Q: Whom should I contact if I have any questions about the proxy materials or voting?
A: If you have any questions about the merger or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali LLC, CWEI’s proxy solicitor. Stockholders please call toll-free at (877) 787-9239 (banks and brokers please call collect at (203) 658-9400).

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SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all the information that may be important to you. Noble and CWEI urge you to read carefully this proxy statement/prospectus in its entirety, including the annexes. Additionally, important information, which Noble and CWEI also urge you to read, is contained in the documents incorporated by reference into this proxy statement/ prospectus. See “Where You Can Find More Information” beginning on page 112 . Unless stated otherwise, all references in this proxy statement/prospectus to Noble are to Noble Energy, Inc., all references to CWEI are to Clayton Williams Energy, Inc. and all references to the merger agreement are to the Agreement and Plan of Merger, dated as of January 13, 2017, as it may be amended from time to time, by and among Noble, Merger Sub, NBL Permian and CWEI, a copy of which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein.

Information About Noble (See Page 77 )

Noble is a leading independent crude oil and natural gas exploration and production company with a diversified high-quality portfolio spanning three continents and consisting of both U.S. unconventional and global offshore conventional assets. Founded in 1932, Noble is a Delaware corporation, incorporated in 1969, and has been publicly traded on the NYSE since 1980. Noble has a unique history of growth, evolving from a regional crude oil and natural gas producer to a global exploration and production company included in the Standard & Poor’s 500.

Noble’s purpose, Energizing the World, Bettering People’s Lives ® , reflects its commitment to find and deliver energy through crude oil, natural gas and natural gas liquid (“NGL”) exploration and production while living its commitment to contribute to the betterment of people’s lives in the communities in which it operates. Noble strives to build trust through stakeholder engagement, act on its values, provide a safe work environment, respect its environment and care for its employees and the communities where it operates.

Noble’s portfolio of assets is diversified through U.S. and international projects and a production mix among crude oil, natural gas, and NGLs. In particular, Noble’s business is focused on both U.S. unconventional basins and certain global conventional basins. Noble endeavors to maintain a high-quality, growth-oriented portfolio of assets that are well-positioned on the global industry cost supply curve. In addition, Noble’s asset portfolio offers operational and investment flexibility.

In U.S. unconventional basins, Noble has demonstrated competence in applying geological capabilities, drilling and completion expertise and midstream synergies to deliver incremental value. In onshore U.S., Noble typically applies a major project development concept to a U.S. unconventional basin by utilizing an integrated development plan approach. In the global offshore, Noble has had notable exploration successes over the past decade, which have led to Noble’s entry into new conventional offshore basins. Noble has executed several major offshore development projects both on schedule and within budget which have provided long-lived cash flows to its business.

Approximately 75% of Noble’s capital program is allocated to U.S. onshore development, primarily focused on liquids-rich opportunities in the DJ Basin, Delaware Basin and Eagle Ford Shale. Eastern Mediterranean capital expenditures, including initial development costs associated with the Leviathan project, represent over 20% of the total. As Noble manages its asset portfolio, it will consider expanding the portfolio to include additional long-term and/or large-scale exploration opportunities.

In addition, the majority of Noble’s assets are held by production, which provides for further investment and financial flexibility. Occasional strategic acquisitions of producing or non-producing properties, combined with the periodic divestment of assets, have allowed Noble to pursue its objective of a well-diversified, growing portfolio delivering attractive financial returns.

Noble manages its operations by region. Its segments, each of which is primarily in the business of crude oil, natural gas and NGL exploration, development, production and acquisition, include:

United States, including the DJ Basin, Permian Basin, Eagle Ford Shale, Marcellus Shale, and deepwater Gulf of Mexico, as well as the consolidated accounts of Noble Midstream Partners LP (“Noble Midstream”), which completed its initial public offering of common units in 2016;
Eastern Mediterranean, including offshore Israel and Cyprus;

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West Africa, including offshore Equatorial Guinea, Cameroon, and Gabon; and
Other international and corporate, including new ventures such as offshore the Falkland Islands, Suriname, and Newfoundland.

For the year ended December 31, 2016, Noble had total revenues of approximately $3.5 billion and a net loss of approximately $998.0 million.

Noble’s principal offices are located at 1001 Noble Energy Way, Houston, Texas 77070 and its telephone number is (281) 872-3100. Noble common shares are listed on the NYSE, trading under the symbol “NBL.”

Information About CWEI (See Page 84 )

CWEI is an independent oil and gas company engaged in the exploration for and production of oil and gas, with a strategic focus on developmental drilling in prolific oil shale provinces. CWEI has significant holdings in one of the major oil shale plays in the United States, the Wolfcamp Shale in the Southern Delaware Basin of West Texas.

For the year ended December 31, 2016, CWEI had total revenues of approximately $289 million and a net loss of approximately $292 million.

CWEI’s principal offices are located at Six Desta Drive, Suite 3000, Midland, Texas 79705 and its telephone number is (432) 682-6324. CWEI common shares are listed on the NYSE, trading under the symbol “CWEI.”

Information About Merger Sub and NBL Permian (See Page 85 )

Merger Sub

Merger Sub, an indirect, wholly owned subsidiary of Noble, is a Delaware corporation formed on January 13, 2017, for the purpose of effecting the merger. Upon completion of the merger, Merger Sub will merge with and into CWEI, with CWEI continuing as the surviving corporation and an indirect, wholly owned subsidiary of Noble. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger.

NBL Permian

NBL Permian, an indirect, wholly owned subsidiary of Noble, is a Delaware limited liability company formed on January 13, 2017, for the purpose of effecting the second merger. After completion of the merger of Merger Sub with and into CWEI, CWEI will merge with and into its parent NBL Permian in the second merger, with NBL Permian continuing as the surviving company and an indirect, wholly owned subsidiary of Noble. NBL Permian has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the formation of Merger Sub and the preparation of applicable regulatory filings in connection with the merger.

The Merger (See Page 25 )

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), (i) at the effective time, Merger Sub will merge with and into CWEI in the merger, with CWEI continuing as the surviving corporation and an indirect, wholly owned subsidiary of Noble, and (ii) after completion of the merger, but as part of the same plan as the merger, CWEI, as the surviving corporation in the merger, will merge with and into its parent, NBL Permian, in the second merger, with NBL Permian continuing as the surviving company and an indirect, wholly owned subsidiary of Noble. The combined business of Noble and CWEI for periods following completion of the merger is sometimes referred to herein as the “combined company.”

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Consideration to be Received in the Merger by CWEI Stockholders (See Page 56 )

If the merger is completed, at the effective time, each CWEI common share issued and outstanding immediately prior to the effective time (other than CWEI common shares held in treasury and CWEI common shares held by stockholders who properly comply in all respects with the provisions of Section 262 of the DGCL as to appraisal rights) and each CWEI warrant issued and outstanding as of the effective time, will be cancelled and extinguished and automatically converted into the right to receive, at the election of the stockholder or warrant holder, as applicable, but subject to proration as described below, one of the following forms of merger consideration:

for each CWEI common share, one of (i) 3.7222 Noble common shares; (ii)(A) $34.75 in cash (subject to applicable withholding tax), without interest and (B) 2.7874 Noble common shares; or (iii) $138.39 in cash (subject to applicable withholding tax), without interest; and
for each CWEI warrant, either (i) the share-election consideration in respect of the number of warrant notional common shares (the number of CWEI common shares that would be issued upon a cashless exercise of such CWEI warrant immediately prior to the effective time) represented by such CWEI warrant; (ii) the mixed-election consideration in respect of the number of warrant notional common shares represented by such CWEI warrant; or (iii) the cash-election consideration in respect of the number of warrant notional common shares represented by such CWEI warrant.

The merger consideration is subject to proration so that the aggregate merger consideration paid in respect of all CWEI common shares and CWEI warrants consists of 75% Noble common shares and 25% cash, based on the closing sale price for the Noble common shares on January 12, 2017. No fractional Noble common shares will be issued in the merger, and holders of CWEI common shares and CWEI warrants will, instead, receive cash in lieu of fractional Noble common shares, if any. The merger consideration will also be adjusted appropriately to fully reflect the effect of any subdivisions, reclassifications, splits, share distributions, combinations or exchanges of CWEI common shares or Noble common shares. For a more complete description of the merger consideration, see “The Merger Agreement—Terms of the Merger” beginning on page 56 .

At the effective time, each CWEI preferred share issued and outstanding immediately prior to the effective time will be converted into the right to receive cash in an amount equal to $1.00 (subject to applicable withholding tax), without interest.

Election Procedures (See Page 58 )

Each record holder of CWEI common shares is being sent an election form along with this proxy statement/prospectus. The election form contains instructions for making a selection of merger consideration and for surrendering CWEI common shares in exchange for the merger consideration. The exchange agent must receive a properly completed and signed election form and related stock certificates or book-entry shares, or an appropriate and customary guarantee of delivery thereof, and any additional documents specified in the election form, by no later than the election deadline in order for a choice as to the form of merger consideration to be considered with those timely made by the other CWEI stockholders and CWEI warrant holders. Noble and CWEI currently anticipate that the “election deadline” will be 5:00 p.m. Central time on         , 2017. Noble and CWEI will issue a joint press release announcing the anticipated date of the election deadline not more than 15 business days before, and at least five business days prior to, the anticipated date of the election deadline. Noble and CWEI will also issue a joint press release if the election deadline changes.

For a more completed discussion of the election procedures, see “The Merger Agreement—Election Procedures” beginning on page 58 .

Proration Procedures (See Page 60 )

Even if a valid election is made, a CWEI stockholder may not receive the exact form of merger consideration that it elects. If a CWEI stockholder does not make a valid election with respect to such holder’s CWEI common shares (and does not exercise appraisal rights), such holder will receive such merger consideration as is determined in accordance with the proration provisions of the merger agreement.

The merger consideration is subject to proration so that the aggregate merger consideration paid in respect of all CWEI common shares and CWEI warrants consists of 75% Noble common shares and 25% cash, based on

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the closing sale price for the Noble common shares on January 12, 2017. The ability to receive the merger consideration of a holder’s choice will depend on the elections of other CWEI stockholders and CWEI warrant holders. A CWEI stockholder or CWEI warrant holder may not receive the form of merger consideration that it elects in the merger, and may instead receive a pro-rata amount of cash, Noble common shares or both.

The greater the oversubscription of the share-election consideration, if any, the fewer Noble common shares and more cash a CWEI stockholder or CWEI warrant holder making the share election will receive. Reciprocally, the greater the oversubscription of the cash-election consideration, if any, the less cash and more Noble common shares a CWEI stockholder or CWEI warrant holder making the cash election will receive. See “The Merger Agreement—Proration Procedures” beginning on page 60 .

CWEI Board Recommendation and I ts Reasons for the Merger (See Page 30 )

The CWEI board recommends that CWEI stockholders vote “FOR” the merger proposal, “FOR” the adjournment proposal, if necessary to solicit additional proxies if there are not sufficient votes to approve the merger proposal at the time of the CWEI special meeting, and “FOR” the advisory compensation proposal.

In the course of reaching its decision to approve the merger agreement and the transactions contemplated thereby, the CWEI board considered a number of factors. For a more complete discussion of these factors, see “The Merger—Rationale for the Merger” and “The Merger—CWEI Board Recommendation and Its Reasons for the Merger” beginning on pages 29 and 30, respectively.

Opinion of CWEI’s Financial Advisor (See Page 33 )

On January 13, 2017, Goldman, Sachs & Co. (“Goldman Sachs”) delivered its opinion to the CWEI board that, as of such date, and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than Noble and its affiliates) of CWEI common shares pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated January 13, 2017, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B and is incorporated by reference into this proxy statement/prospectus. The summary of the opinion of Goldman Sachs in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

Goldman Sachs provided advisory services and its opinion for the information and assistance of the CWEI board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of CWEI common shares should vote with respect to the merger or any other matter. Pursuant to an engagement letter between CWEI and Goldman Sachs, CWEI has agreed to pay Goldman Sachs a transaction fee that is estimated, based on information available as of the date of public announcement of the merger, at approximately $14 million, all of which is payable upon consummation of the merger.

For a more complete discussion of the opinion of Goldman Sachs, see “The Merger—Opinion of CWEI’s Financial Advisor” beginning on page 33 .

Board of Directors and Executive Officers After Completion of the Merger (See Page 42 )

Upon completion of the merger, the board of directors of the combined company will consist of the then-current Noble directors. All Noble directors are elected annually to serve until the next annual meeting and until their successors are elected. The current directors of Noble are: Jeffrey L. Berenson, Michael A. Cawley, Edward F. Cox, James E. Craddock, Thomas J. Edelman, Eric P. Grubman, Kirby L. Hedrick, David L. Stover, Scott D. Urban, William T. Van Kleef and Molly K. Williamson. Mr. Grubman has informed Noble that he will not stand for re-election at Noble’s 2017 annual meeting of stockholders. Mr. Grubman’s decision not to stand for re-election is not as a result of any disagreement with Noble or its board of directors. The executive officers of Noble are expected to continue serving as executive officers of the combined company, except for Susan M. Cunningham, who has notified Noble of her plans to retire, effective March 24, 2017.

For a more complete discussion of the directors and officers of Noble, see “The Merger—Board of Directors and Executive Officers After Completion of the Merger” beginning on page 42 .

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Interests of CWEI Directors and Executive Officers in the Merger (See Page 42 )

Some of CWEI’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, those of CWEI stockholders generally. The CWEI board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the CWEI stockholders approve the merger proposal. These interests include the following:

The merger agreement provides for the vesting of CWEI’s outstanding option awards immediately prior to the effective time and the exchange of such awards for the number of Noble common shares, rounded down to the nearest whole share, determined by dividing (i) the product of (A) the number of CWEI common shares subject to the CWEI option and (B) the amount, if any, by which the per share closing price of CWEI common shares on the business day immediately prior to the date on which the effective time occurs exceeds the per share exercise price of the CWEI option by (ii) the average per share closing price of Noble common shares over the 10 trading days immediately prior to the date on which the effective time occurs.
The merger agreement also provides for the conversion of CWEI’s outstanding restricted stock awards into corresponding awards denominated in restricted Noble common shares equal to the number of CWEI restricted shares subject to the award multiplied by the share-election exchange ratio of 3.7222, rounded up to the nearest whole share and subject to the same vesting, repurchase and other restrictions as the CWEI restricted shares.
Each executive officer of CWEI is party to an employment agreement with CWEI which entitles the executive officer to certain change-in-control severance benefits in the event the executive officer experiences a qualifying termination of employment within two years following the merger. These double-trigger benefits consist of a lump sum severance payment, continued healthcare coverage and accelerated vesting of outstanding equity awards.
Certain CWEI directors are affiliated with Ares Management. In connection with the merger, Ares Management will receive a make-whole payment under its term loan to CWEI.

CWEI’s directors and executive officers are also entitled to continued indemnification/expense advancement and directors’ and officers’ liability insurance coverage under the merger agreement. For a further discussion of the interests of directors and executive officers in the merger, see “The Merger—Interests of CWEI Directors and Executive Officers in the Merger” beginning on page 42 .

Share Ownership of Certain Stockholders; Support and Non-Dissent Agreement s (See Page 47 )

The Ares stockholders (certain CWEI stockholders affiliated with Ares Management) entered into the support agreement, pursuant to which the Ares stockholders agreed, among other things, not to exercise or assert any appraisal rights under Section 262 of the DGCL in connection with the merger. The Ares stockholders have also agreed, among other things, during the period from January 13, 2017 to and including the date of termination of the merger agreement, if any, to vote all of the CWEI common shares and, if applicable, the CWEI preferred shares, they beneficially own as of the record date of the CWEI special meeting in favor of the merger proposal. See “The Merger—Share Ownership of Certain Stockholders; Support and Non-Dissent Agreements—Support Agreement” beginning on page 47 .

In addition, the non-dissenting parties (Clayton W. Williams, Jr. and The Williams Children’s Partnership Ltd., each a stockholder of CWEI), entered into the non-dissent agreements, pursuant to which the non-dissenting parties agreed, among other things, not to exercise or assert any appraisal rights under Section 262 of the DGCL in connection with the merger. The non-dissenting parties have also agreed, among other things, during the period from January 13, 2017 to and including the date of termination of the merger agreement, if any, to vote all of the CWEI common shares they beneficially own as of the record date of the CWEI special meeting against any alternative proposal and against any amendment of CWEI’s certificate of incorporation or by-laws or other proposal or transaction involving CWEI or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the merger, the merger agreement or any of the transactions contemplated by the merger agreement or change in any manner the voting rights of any outstanding class of capital stock of CWEI. See “The Merger—Share Ownership of Certain Stockholders; Support and Non-Dissent Agreements—Non-Dissent Agreements” beginning on page 48 .

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Accounting Treatment of the Merger (See Page 48 )

The merger will be accounted for using the acquisition method of accounting according to U.S. generally accepted accounting principles (“GAAP”) with Noble being considered the acquirer of CWEI for accounting purposes. For a more complete description of the accounting treatment of the merger, see “The Merger— Accounting Treatment of the Merger” beginning on page 48 .

Regulatory Approvals Required for the Merger (See Page 48 )

To complete the merger, Noble and CWEI must make filings with and obtain authorizations, approvals or consents from a number of regulatory authorities. For a more complete discussion of regulatory matters relating to the merger, see “The Merger—Regulatory Approvals Required for the Merger” beginning on page 48 .

Treatment of CWEI Equity Awards (See Page 48 )

Stock Options. In connection with the merger, each CWEI option that is outstanding immediately prior to the effective time will vest and be exchanged for the number of Noble common shares, rounded down to the nearest whole share, equal to the quotient of (i) the product of (A) the number of CWEI common shares subject to the CWEI option, multiplied by (B) the amount, if any, by which the per share closing trading price of CWEI common shares on the business day immediately before the effective time exceeds the exercise price per CWEI common share otherwise purchasable pursuant to the CWEI option immediately prior to the effective time, divided by (ii) the average of the closing sale prices of a Noble common share as reported on the NYSE for the ten consecutive full trading days, ending at the close of trading on the full trading day immediately preceding the date on which the effective time occurs. If such calculation results in zero or a negative number, the applicable CWEI option shall be forfeited for no consideration.

Restricted Shares. In connection with the merger, the CWEI restricted shares outstanding immediately prior to the effective time will be converted into a number of restricted Noble common shares equal to the number of CWEI restricted shares multiplied by the share-election exchange ratio of 3.7222, rounded up to the nearest whole share, and subject to the same vesting, repurchase and other restrictions as the CWEI restricted shares.

For a more complete discussion of the treatment of CWEI options, restricted shares and other stock-based awards, see “The Merger Agreement—Treatment of CWEI Equity Awards” beginning on page 48 . For further discussion of the treatment of CWEI options, restricted shares and other stock-based awards held by certain directors and executive officers of CWEI, see “The Merger—Interests of CWEI Directors and Executive Officers in the Merger” beginning on page 42 .

Appraisal Rights (See Page 49 )

The holders of CWEI common shares are entitled to appraisal rights in connection with the merger under Delaware law. CWEI common shares held by stockholders that (i) do not vote for approval of the merger proposal and (ii) make a demand for appraisal in accordance with Delaware law will not be converted into the merger consideration, but will be converted into the right to receive from the combined company the “fair value” of such CWEI common shares, in cash, as determined in accordance with Delaware law. For a more complete discussion of the appraisal rights available to holders of CWEI common, see “The Merger—Appraisal Rights—CWEI” beginning on page 49 .

The holders of Noble common shares are not entitled to appraisal rights in connection with the merger under Delaware law.

U.S. Federal Income Tax Consequences (See Page 53 )

The merger and the second merger, considered together, are intended to constitute a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. The holders of CWEI common shares are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of CWEI common shares for Noble common shares in the merger, except that such holders will recognize gain (but not loss) to the extent such holders receive cash. The holders of CWEI common shares that receive the entirety of their merger consideration in the form of cash, however, are expected to recognize gain or loss equal to the difference between the amount of cash received and the basis in the CWEI common shares

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exchanged. The obligations of Noble and CWEI to complete the merger are subject to, among other conditions described in this proxy statement/prospectus, the receipt by each of Noble and CWEI of an opinion of counsel to the effect that the merger and the second merger, considered together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

You should read “U.S. Federal Income Tax Consequences” beginning on page 53 for a more complete discussion of the United States federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

Completion of the Merger (See Page 63 )

The merger is expected to be completed by         , 2017, subject to the receipt of necessary regulatory approvals and the satisfaction or waiver of other closing conditions. For a discussion of the timing of the merger, see “The Merger Agreement—Completion of the Merger” beginning on page 63 .

Conditions to Completion of the Merger (See Page 63 )

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after Noble and CWEI receive all required regulatory approvals, and after CWEI receives stockholder approval at its special meeting. The parties currently expect to complete the merger by         , 2017. However, it is possible that factors outside of each company’s control could require them to complete the merger at a later time or not to complete it at all.

The obligations of Noble and CWEI to complete the merger are each subject to the satisfaction (or waiver by such party) of the following conditions:

approval of the merger proposal by vote of the holders of a majority of the outstanding CWEI common shares;
termination or expiration of any waiting period (and any extension thereof) applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the “HSR Act”);
absence of any law, order, judgment or injunction prohibiting consummation of the merger;
effectiveness of the registration statement of which this proxy statement/prospectus is a part under the Securities Act and no stop order suspending the effectiveness of the registration statement having been issued and no proceedings for that purpose having been initiated or threatened by the SEC;
approval of the new Noble common shares deliverable to the holders of CWEI common shares for listing on the NYSE, subject to official notice of issuance;
performance of and compliance with each and all of the agreements and covenants of the other party to be performed and complied with pursuant to the merger agreement on or prior to the closing of the merger in all material respects;
the representations and warranties of the other party in the merger agreement being true and correct both when made and as of the closing of the merger, subject to certain materiality and material adverse effect qualifications;
receipt of a certificate signed by the chief executive officer of the other party, dated as of the closing date, certifying that the two preceding conditions have been satisfied;
the number of CWEI common shares as to which holders shall have properly complied in all respects with the provisions of Section 262 of the DGCL as to appraisal rights does not exceed 10% of the outstanding CWEI common shares; and
receipt of a legal opinion of counsel to the effect that, on the basis of facts, representations, assumptions, and exclusions set forth or referred to in such opinion, the merger and the second merger, considered together, will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code.

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The conditions set forth in the merger agreement may be waived by Noble or CWEI, subject to applicable law and the agreement of the other party in certain circumstances. For a more complete discussion of the conditions to the merger, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 63 .

No Solicitation of Other Offers (See Page 68 )

Pursuant to the merger agreement, CWEI has agreed that neither it nor its subsidiaries nor any of its or its subsidiaries’ respective officers, directors, employees or other representatives will, directly or indirectly:

initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or the making or the submission of any proposal that constitutes, or would reasonably be expected to lead to, an alternative proposal;
participate or engage in any discussions or negotiations with, or disclose any non-public information or data or afford access to CWEI’s or its subsidiaries’ properties, books or records to any third party that has made an alternative proposal;
approve, endorse or recommend any alternative proposal or publicly propose to do the same;
enter into any letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, exchange agreement or any other agreement with respect to an alternative proposal or requiring CWEI to abandon, terminate or fail to consummate the merger;
amend or grant any waiver, release or modification under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities; or
resolve or agree to do any of the foregoing.

The merger agreement does not, however, prohibit CWEI from considering an unsolicited alternative proposal from a third party if certain specified conditions are met. For a discussion of the prohibition on solicitation of acquisition proposals from third parties, see “The Merger Agreement—No Solicitation of Other Offers” beginning on page 68 .

CWEI Debt and Termination of Liens (See Page 74 )

CWEI has agreed to use commercially reasonable efforts to, concurrently with or before the closing of the merger, (i) obtain customary payoff letters to terminate CWEI’s term loan credit agreement, (ii) coordinate with Noble and hedge providers to make arrangements with respect to derivative transactions, and (iii) make arrangements satisfactory to Noble for the release of all liens arising from or granted in connection with CWEI’s term loan credit agreement.

CWEI has also agreed to use commercially reasonable efforts to, concurrently with or before the closing of the merger, pay in full any amounts then borrowed or currently outstanding under its revolving credit facility, and take all such actions as may be necessary to terminate or cause to be terminated the revolving credit facility and all applicable commitments related to or under the revolving credit facility, and make arrangements satisfactory to Noble for the release of all liens arising from or granted in connection with the revolving credit facility. CWEI and Noble will cooperate with one another in good faith to cause the issuing institution for certain letters of credit to release CWEI or its subsidiaries, as applicable, and install Noble or one of its subsidiaries, as obligor for each such letter of credit prior to the termination of the revolving credit facility.

In connection with the merger, in the event that Noble desires to consummate an exchange offer, tender offer, repurchase offer, consent solicitation, discharge, defeasance, redemption or similar transaction, or any combination thereof, with respect to CWEI’s 7.75% Senior Notes due 2019, each of CWEI, Noble and Merger Sub have agreed to use its respective reasonable best efforts to, and to cause its respective subsidiaries and representatives (and, in the case of the CWEI, the trustee) to, cooperate with one another in good faith to permit such debt transactions to be effected on such terms, conditions and timing as reasonably requested by Noble, including if so requested by Noble, causing those debt transactions to be consummated substantially concurrently with the closing of the merger.

For a more complete discussion of the treatment of debt and the termination of liens pursuant to the merger agreement, see “The Merger Agreement—Other Covenants and Agreements—CWEI Debt and Termination of Liens” beginning on page 74 .

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Termination of the Merger Agreement (See Page 75 )

Generally, the merger agreement may be terminated prior to the closing of the merger, whether before or after the merger proposal is approved (except as otherwise specified below), as follows:

by the mutual written consent of Noble and CWEI;
by either CWEI or Noble:
if there is in effect a final nonappealable order of a governmental authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the merger; provided that this termination right is not available to a party whose failure to perform its obligations under the merger agreement is the primary cause of such order;
if the other party breached or failed to perform any of its covenants or agreements in the merger agreement, or any representations or warranties become untrue, in a way that the related condition to closing would not be satisfied, and this breach is either incurable or not cured within 30 days;
if the closing does not occur on or before July 17, 2017; provided that this termination right will not be available to a party whose failure to perform and comply in all material respects with the covenants and agreements is the cause of the failure of the closing;
if the CWEI special meeting has occurred and the CWEI stockholders have not approved the merger proposal;
by Noble, if the CWEI board makes a change in recommendation; or
by CWEI, if CWEI is terminating the merger agreement to enter into a definitive agreement relating to a superior proposal in accordance with the terms of the merger agreement.

The merger agreement provides that, upon a termination of the merger agreement under specified circumstances, CWEI may be required to pay Noble a termination fee of $87 million. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Effect of Termination; Termination Fees,” each beginning on page 75 .

Purpose of the CWEI Special Meeting; Required Vote (See Pages 86 and 87 )

At the CWEI special meeting, CWEI stockholders will be asked to consider and vote upon:

1. Merger Proposal: To consider and vote on a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus;
2. Adjournment Proposal: To consider and vote on a proposal to approve the adjournment of the CWEI special meeting, if necessary to solicit additional proxies if there are not sufficient votes to approve the merger proposal at the time of the CWEI special meeting; and
3. Advisory Compensation Proposal: To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the payments that will or may be paid to CWEI’s named executive officers in connection with the merger.

Approval of the merger proposal is required for completion of the merger.

The affirmative vote of holders of a majority of the outstanding CWEI common shares entitled to vote is required to approve the merger proposal. The affirmative vote of holders of a majority of the CWEI common shares represented at the CWEI special meeting (in person or by proxy) and entitled to vote is required to approve the adjournment proposal and the advisory compensation proposal.

The CWEI board unanimously recommends that CWEI stockholders vote “FOR” each of the proposals set forth above, as more fully described in the section entitled “CWEI Special Meeting” beginning on page 86 .

Voting by CWEI Directors and Executive Officers (See Page 88 )

As of         , 2017, directors and executive officers of CWEI and their affiliates owned and were entitled to vote CWEI common shares, or approximately   % of the CWEI common shares outstanding on that date.

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SELECTED HISTORICAL FINANCIAL DATA OF NOBLE

The selected historical consolidated financial data of Noble for each of the years ended December 31, 2016, 2015 and 2014 and as of December 31, 2016 and 2015 have been derived from Noble’s audited consolidated financial statements and related notes thereto contained in Noble’s Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this proxy statement/prospectus. The selected historical consolidated financial data for the years ended December 31, 2013 and 2012 and as of December 31, 2014, 2013 and 2012 have been derived from Noble’s audited consolidated financial statements as of and for such years, which have not been incorporated by reference into this proxy statement/prospectus. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Noble or the combined company, and you should read the following information together with Noble’s audited consolidated financial statements, the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Noble’s Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference herein. For more information, see “Where You Can Find More Information” beginning on page 112 .

 
Year Ended December 31,
 
2016
2015
2014
2013
2012
 
(millions, except as noted)
Revenues and Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
$
3,941
 
$
3,183
 
$
5,115
 
$
5,015
 
$
4,223
 
(Loss) Income from Continuing Operations Including Noncontrolling Interests
 
(985
)
 
(2,441
)
 
1,214
 
 
907
 
 
965
 
Net (Loss) Income Including Noncontrolling Interests
 
(985
)
 
(2,441
)
 
1,214
 
 
978
 
 
1,027
 
Net (Loss) Income Attributable to Noble Energy, Inc.
 
(998
)
 
(2,441
)
 
1,214
 
 
978
 
 
1,027
 
Per Share Data Attributable to Noble Energy, Inc. (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) Earnings Per Share—Basic
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) Income from Continuing Operations
$
(2.32
)
$
(6.07
)
$
3.36
 
$
2.53
 
$
2.71
 
Net (Loss) Income
 
(2.32
)
$
(6.07
)
$
3.36
 
$
2.72
 
$
2.89
 
(Loss) Earnings Per Share—Diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) Income from Continuing Operations
 
(2.32
)
 
(6.07
)
 
3.27
 
 
2.50
 
 
2.68
 
Net (Loss) Income
 
(2.32
)
 
(6.07
)
 
3.27
 
 
2.69
 
 
2.86
 
Weighted Average Shares Outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
430
 
 
402
 
 
361
 
 
359
 
 
356
 
Diluted
 
430
 
 
402
 
 
367
 
 
363
 
 
359
 
Cash Flows
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Cash Provided by Operating Activities
$
1,351
 
$
2,062
 
$
3,506
 
$
2,937
 
$
2,933
 
Additions to Property, Plant and Equipment
 
1,541
 
 
2,979
 
 
4,871
 
 
3,947
 
 
3,650
 
Proceeds from Divestitures
 
1,241
 
 
151
 
 
321
 
 
327
 
 
1,160
 
Proceeds from Issuance of Noble, Net of Offering Costs
 
 
 
1,112
 
 
 
 
 
 
 
Proceeds from Issuance of Noble Midstream Common Units, Net of Offering Costs
 
299
 
 
 
 
 
 
 
 
 
Financial Position
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
$
1,180
 
$
1,028
 
$
1,183
 
$
1,117
 
$
1,387
 
Property, Plant, and Equipment, Net
 
18,548
 
 
21,300
 
 
18,143
 
 
15,725
 
 
13,551
 
Goodwill (2)
 
 
 
 
 
620
 
 
627
 
 
635
 
Total Assets
 
21,011
 
 
24,196
 
 
22,518
 
 
19,642
 
 
17,554
 
Long-term Obligations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt
 
7,011
 
 
7,976
 
 
6,068
 
 
4,566
 
 
3,736
 
Deferred Income Taxes
 
1,819
 
 
2,826
 
 
2,516
 
 
2,441
 
 
2,218
 
Asset Retirement Obligations
 
775
 
 
861
 
 
670
 
 
547
 
 
333
 
Other
 
328
 
 
358
 
 
417
 
 
562
 
 
477
 
Total Equity
 
9,600
 
 
10,370
 
 
10,325
 
 
9,184
 
 
8,258
 
Proved Reserves
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crude Oil and Condensate Reserves (MMBbls)
 
333
 
 
307
 
 
304
 
 
322
 
 
268
 
Natural Gas Reserves (Bcf)
 
5,308
 
 
5,549
 
 
5,833
 
 
5,828
 
 
4,964
 
NGL Reserves (MMBbls)
 
219
 
 
189
 
 
128
 
 
113
 
 
89
 
Total Reserves (MMBoe)
 
1,437
 
 
1,421
 
 
1,404
 
 
1,406
 
 
1,184
 
Number of Employees
 
2,274
 
 
2,395
 
 
2,735
 
 
2,527
 
 
2,190
 
(1) Amounts adjusted for the 2-for-1 stock split which occurred during second quarter 2013.
(2) Goodwill was fully impaired at December 31, 2015.

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SELECTED HISTORICAL FINANCIAL DATA OF CWEI

The selected historical consolidated financial data of CWEI for each of the years ended December 31, 2016, 2015 and 2014 and as of December 31, 2016 and 2015 have been derived from CWEI’s audited consolidated financial statements and related notes thereto contained in CWEI’s Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this proxy statement/prospectus. The selected historical consolidated financial data for the years ended December 31, 2013 and 2012 and as of December 31, 2014, 2013 and 2012 have been derived from CWEI’s audited consolidated financial statements as of and for such years, which have not been incorporated by reference into this proxy statement/prospectus. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of CWEI or the combined company, and you should read the following information together with CWEI’s audited consolidated financial statements, the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in CWEI’s Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference herein. For more information, see “Where You Can Find More Information” beginning on page 112 .

 
Year Ended December 31,
 
2016
2015
2014
2013
2012
 
(thousands, except per share)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Oil and gas sales
$
160,331
 
$
217,485
 
$
418,330
 
$
399,950
 
$
403,143
 
Midstream services
 
5,688
 
 
6,122
 
 
6,705
 
 
4,965
 
 
1,974
 
Drilling rig services
 
 
 
23
 
 
28,028
 
 
17,812
 
 
15,858
 
Other operating revenues
 
123,392
 
 
8,742
 
 
15,393
 
 
6,488
 
 
2,077
 
Total revenues
 
289,411
 
 
232,372
 
 
468,456
 
 
429,215
 
 
423,052
 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Production
 
70,920
 
 
87,557
 
 
105,296
 
 
108,405
 
 
124,950
 
Exploration:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Abandonment and impairments
 
3,536
 
 
6,509
 
 
20,647
 
 
5,887
 
 
4,222
 
Seismic and other
 
925
 
 
1,318
 
 
2,314
 
 
3,906
 
 
11,591
 
Midstream services
 
2,173
 
 
1,688
 
 
2,212
 
 
1,816
 
 
1,228
 
Drilling rig services
 
3,938
 
 
5,238
 
 
19,232
 
 
16,290
 
 
17,423
 
Depreciation, depletion and amortization
 
145,614
 
 
162,262
 
 
154,356
 
 
150,902
 
 
142,687
 
Impairment of property and equipment
 
7,593
 
 
41,917
 
 
12,027
 
 
89,811
 
 
5,944
 
Accretion of asset retirement obligations
 
4,364
 
 
3,945
 
 
3,662
 
 
4,203
 
 
3,696
 
General and administrative
 
22,988
 
 
22,788
 
 
34,524
 
 
33,279
 
 
30,485
 
Other operating expenses
 
5,046
 
 
12,585
 
 
2,547
 
 
2,101
 
 
1,033
 
Total costs and expenses
 
267,097
 
 
345,807
 
 
356,817
 
 
416,600
 
 
343,259
 
Operating income (loss)
 
22,314
 
 
(113,435
)
 
111,639
 
 
12,615
 
 
79,793
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(93,693
)
 
(54,422
)
 
(50,907
)
 
(43,079
)
 
(38,664
)
Gain on early extinguishment of long-term debt
 
3,967
 
 
 
 
 
 
 
 
 
Loss on change in fair value of common stock warrants
 
(229,980
)
 
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives
 
(20,289
)
 
12,519
 
 
4,789
 
 
(8,731
)
 
14,448
 
Impairment of investments and other
 
(4,797
)
 
2,003
 
 
3,047
 
 
1,905
 
 
1,534
 
Total other income (expense)
 
(344,792
)
 
(39,900
)
 
(43,071
)
 
(49,905
)
 
(22,682
)
Income (loss) before income taxes
 
(322,478
)
 
(153,335
)
 
68,568
 
 
(37,290
)
 
57,111
 
Income tax (expense) benefit
 
30,327
 
 
55,139
 
 
(24,687
)
 
12,428
 
 
(22,008
)
NET INCOME (LOSS)
$
(292,151
)
$
(98,196
)
$
43,881
 
$
(24,862
)
$
35,103
 
Net income (loss) per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
(20.87
)
$
(8.07
)
$
3.61
 
$
(2.04
)
$
2.89
 
Diluted
$
(20.87
)
$
(8.07
)
$
3.61
 
$
(2.04
)
$
2.89
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
14,000
 
 
12,170
 
 
12,167
 
 
12,165
 
 
12,164
 
Diluted
 
14,000
 
 
12,170
 
 
12,167
 
 
12,165
 
 
12,164
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
10,727
 
$
52,159
 
$
258,121
 
$
220,576
 
$
189,222
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Working capital (deficit)
$
524,420
 
$
3,066
 
$
(23,733
)
$
1,916
 
$
3,556
 
Total assets
$
1,494,639
 
$
1,287,420
 
$
1,501,633
 
$
1,355,729
 
$
1,568,214
 
Long-term debt
$
847,995
 
$
742,410
 
$
695,444
 
$
628,630
 
$
803,215
 
Shareholders’ equity
$
160,531
 
$
299,598
 
$
397,794
 
$
353,783
 
$
378,616
 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL DATA

The following selected unaudited pro forma condensed combined consolidated statement of operations data for the year ended December 31, 2016 has been prepared to give effect to the merger as if the merger had been completed on January 1, 2016. The following selected unaudited pro forma condensed combined consolidated balance sheet data at December 31, 2016 has been prepared to give effect to the merger as if the merger had been completed on December 31, 2016.

The following selected unaudited pro forma condensed combined consolidated financial information is not necessarily indicative of the results that might have occurred had the merger taken place on January 1, 2016 for statement of operations purposes or on December 31, 2016 for balance sheet purposes, and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 16 . The following selected unaudited pro forma condensed combined consolidated financial information should be read in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and related notes included in this proxy statement/prospectus beginning on page 91 .

 
Year ended
December 31, 2016
 
(in millions)
Pro Forma Statement of Operations Data
 
 
 
Oil, Gas and NGL Sales
$
3,549
 
Net Income (Loss)
 
(975
)
Earnings (Loss) Per Share, Basic
 
(2.02
)
Earnings (Loss) Per Share, Diluted
 
(2.02
)
 
At December 31,
2016
 
(in millions)
Pro Forma Balance Sheet Data
 
 
 
Cash and Cash Equivalents
$
1,227
 
Total Assets
 
25,180
 
Long-Term Debt
 
8,177
 
Stockholders’ Equity
 
11,264
 

12

TABLE OF CONTENTS

SUMMARY PRO FORMA OIL, NATURAL GAS AND NGL RESERVE INFORMATION

The following table presents a summary of the estimated pro forma combined net proved developed and undeveloped oil, natural gas and NGL reserves as of December 31, 2016, giving effect to the merger as if the merger had been completed on January 1, 2016.

The following estimated pro forma combined net proved developed and undeveloped oil, natural gas and NGL reserves is not necessarily indicative of the results that might have occurred had the merger taken place on January 1, 2016, and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 16 . The following summary estimated pro forma combined net proved developed and undeveloped oil, natural gas and NGL reserves should be read in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and related notes included in this proxy statement/prospectus beginning on page 91 .

 
Estimated Quantities of Reserves as of December 31, 2016
 
Noble
Historical
United States
CWEI
Historical
Noble
Pro Forma
Combined
United States
Noble
Historical
Equatorial
Guinea
Noble
Historical
Israel
Noble
Historical
Other Int’l
Noble
Pro
Forma
Combined
Total
Proved Developed Reserves