Noble Midstream Partners LP’s $1.6 Billion Acquisition Of Noble Energy Interests

Vinson & Elkins advised Noble Energy in the agreement. Baker Botts advised the Conflicts Committee of Noble Midstream Partners.

Vinson & Elkins advised Noble Energy (NYSE: NBL) in a definitive agreement whereby Noble Midstream Partners LP (NYSE:NBLX) acquired the Partnership’s incentive distribution rights and substantially all of Noble Energy’s remaining midstream interests for $1.6 billion.

The total consideration will consist of both cash and common units of limited partner interests in the Partnership. The acquired interests include $160 million in anticipated 2020 Adjusted EBITDA1 and $40 million in IDR distributions, implying an aggregate 8x 2020 transaction multiple.

The terms of the Transactions were approved by the Board of Directors of Noble Midstream’s general partner following a unanimous recommendation for approval from the conflicts committee of the Board of Directors, which consists entirely of independent directors.

The V&E corporate team was led by partner Ramey Layne (Picture) with assistance from senior associate Jessica Lewis and associates Andrianna Frinzi and Nico Kroeker. The tax team was led by partners Ryan Carney and Joe Garcia with assistance from associates Christine Mainguy and Eyad Saqr.

The Baker Botts team was led by Josh Davidson, A.J. Ericksen, Jamie Yarbrough, Hayley Hervieux, Scott Looper, Kyle Doherty, Mike Bresson, Jared Meier, Scott Janoe, HArrison Reback and Emil Barth.

Involved fees earner: Emil Barth – Baker Botts; Michael Bresson – Baker Botts; Joshua Davidson – Baker Botts; Kyle Doherty – Baker Botts; A.J. Ericksen – Baker Botts; Hayley Hervieux – Baker Botts; Scott Janoe – Baker Botts; Scott Looper – Baker Botts; Jared Meier – Baker Botts; Harrison Reback – Baker Botts; Jamie Yarbrough – Baker Botts; Ryan Carney – Vinson & Elkins LLP; Andrianna Frinzi – Vinson & Elkins LLP; Joe Garcia Jr. – Vinson & Elkins LLP; Ramey Layne – Vinson & Elkins LLP; Jessica Lewis – Vinson & Elkins LLP; Christine Mainguy – Vinson & Elkins LLP;

Law Firms: Baker Botts; Vinson & Elkins LLP;

Clients: Conflicts Committee of Noble Midstream Partners; Noble Energy;