In an estimated $1.3 billion transaction announced Friday, Chevron Corporation announced a take-private simplification deal for Noble Midstream Partners, acquiring all of the outstanding stock of Noble that Chevron doesn’t already own.
California-headquartered Chevron was advised by Latham & Watkins. Baker Botts advised the conflicts committee of the board of directors of Noble Midstream’s general partner, a committee composed of independent directors. Both teams included lots of lawyers in Texas.
Advice was also provided on tax matters by Houston partners Tim Fenn and Jim Cole, with Houston associate Dominick Constantino; on environmental matters by Chicago counsel Sara Orr; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; and on regulatory matters by Washington, D.C. partner Eugene Elrod, with Washington, D.C. associate Christopher Randall.
Citi acted as financial advisor to Chevron.
The Baker Botts team was led by Houston partner Joshua Davidson with special counsel Laura Katherine Mann, senior associate Matthew Turner and associate Catherine Ellis, all of Houston. Tax advice came from partner Michael Bresson and senior associate Jared Meier; On oil & gas issues were special counsel Gerry Morton and associate Kyle Doherty, and partner Mark Bodron advised on employee benefits, all from Houston.
Janney Montgomery Scott acted as financial advisor to the conflicts committee.
Under terms of the agreement each of the outstanding shares of Noble not already owned by Chevron with be exchanged for a .1393 fraction of a Chevron common share.
Based in Houston Noble assets include a major presence in the DJ Basin of Colorado and the Delaware Basin in Texas.