Chevron Corporation (NYSE:CVX) entered into definitive agreement to acquire Noble Energy, Inc. (NasdaqGS:NBL) for $5.1 billion on July 19, 2020. Under the terms of agreement, the shareholders of Noble Energy will receive 0.1191 shares of Chevron for each share held, with cash in lieu of any fractional shares. The total enterprise value is $13 billion which includes net debt and book value of non-controlling interest. Following closing of the transaction, the shareholders of Noble Energy will own approximately 3% of the combined company. Noble Energy will be required to pay a termination fee of $176.3 million as a part of the transaction. As part of the transaction, there will likely be some overlap in job duties among the employees of Noble Energy and Chevron.

The acquisition is subject to approval by shareholders of Noble Energy, regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, registration statement effectiveness, listing of new shares on the stock exchange and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both Chevron and Noble Energy. As of August 20, 2020, Federal Trade Commission granted early termination notice. The special meeting of shareholders to approve the transaction is scheduled to take place on October 2, 2020. As of August 26, 2020, SEC declared Chevron's registration statement effective. As of October 2, 2020, the transaction was approved by the shareholders of Noble Energy at the special meeting held on October 2, 2020. The transaction is expected to close in the fourth quarter of 2020. As per the filing dated August 11, 2020, the transaction is expected to close on November 30, 2020. As of August 24, 2020, the transaction is expected to close early in the fourth quarter of 2020, following Noble Energy shareholder approval. As per filing on October 2, 2020, the transaction is expected to close early in the fourth quarter of 2020. Noble Energy will use the proceeds from the sale to reduce its outstanding indebtedness and/or return capital to stockholders. The acquisition is expected to achieve run-rate operating and other cost synergies of $300 million before-tax within a year of closing and be accretive to return on capital employed, free cash flow and EPS one year after closing.

Credit Suisse Securities (USA) LLC acted as financial advisor and Scott A. Barshay, Steven J. Williams, Kyle T. Seifried, Caith Kushner, Manuel Frey, John Kennedy, Patricia Vaz de Almeida, Frances Mi, Lawrence Witdorchic, Jarrett Hoffman, Jeffrey Samuels, Alyssa Wolpin, Charles Googe, Claudine Meredith-Goujon, Jay Cohen, Lewis Clayton, Geoffrey Chepiga, Peter Jaffe, Rachel Fiorill, Peter Fisch, William O'Brien and Sam Lovett of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Chevron. J.P. Morgan Securities LLC acted as financial advisor and provided fairness opinion to Noble Energy. J.P. Morgan Securities LLC will be paid a fee of $30 million as financial advisor fee, out of which $4 million will be paid towards the fairness opinion provided to Noble Energy. In addition, Noble Energy has agreed to pay J.P. Morgan an additional discretionary fee of up to $5 million upon the closing of the merger, with the amount to be determined in the sole discretion of Noble Energy. Steve Gill, Doug McWilliams, Lande Spottswood, Lina Dimachkieh, Todd Way, David D'Alessandro, Dario Mendoza, Julia Petty, Tom Wilson, Chris Bacon, Fry Wernick, Hill Wellford, David Smith, Bryan Loocke, Matt Dobbins and Michael Holmes of Vinson & Elkins LLP acted as legal advisors to Noble Energy. David A. Higbee, Ben Gris and Jonathan Cheng of Shearman & Sterling LLP acted as legal advisors to Chevron. Christopher May of Simpson Thacher & Bartlett LLP acted as legal advisor to J.P. Morgan Securities LLC in the transaction. MacKenzie Partners, Inc. acted as the information agent to Noble Energy and received a fee of $0.05 million for its services.

Chevron Corporation (NYSE:CVX) completed the acquisition of Noble Energy, Inc. (NasdaqGS:NBL) on October 5, 2020. Noble Energy will operate as wholly owned subsidiary of Chevron Corporation. Noble Energy common stock was suspended from trading on the Nasdaq Global Select Market prior to the open of trading on October 5, 2020 and Noble Energy will delist its shares from Nasdaq. As a result of the completion of the transaction, Chevron has acquired control of Noble Midstream GP LLC, the general partner of Noble Midstream Partners LP, and now holds approximately 63% of outstanding Limited Partner units. Upon closing of the transaction, all of the directors and officers of Noble Energy immediately prior to the close of the transaction, ceased to be directors or officers of Noble Energy. Frank W. Mount, M. Ryan LaRosa and Stephen W. Green became the directors of Noble Energy, and Jeff B. Gustavson became the President of Noble Energy. Directors Frank W. Mount, M. Ryan LaRosa and Stephen W. Green were replaced by Jeff B. Gustavson, Alana K. Knowles and Uriel M. Oseguera. Also Kenneth M. Fisher, Executive Vice President and Chief Financial Officer; Thomas H. Walker, Senior Vice President of Noble Energy U.S. Onshore; Rachel G. Clingman, Senior Vice President of General Counsel and Corporate Secretary, and Brent Smolik resigned from the board of directors of Noble Midstream GP LLC effective immediately following the consummation of the merger. Noble Midstream's three independent directors Hallie A. Vanderhider, Martin Salinas, Jr., and Andrew E. Viens will remain on the Board. Chevron appointed Alana K. Knowles, Stephen W. Green, Colin E. Parfitt and Andrei F.B. Behdjet to board of directors of Noble Midstream GP. Additionally, Colin E. Parfitt was appointed as Chairman of the Board of Noble Midstream GP. Robin H. Fielder was appointed as President and Chief Executive Officer of Noble Midstream GP, in late August to succeed Brent J. Smolik in such role and will remain on the board. Thomas W. Christensen (Chief Financial Officer and Chief Accounting Officer) and Aaron G. Carlson (General Counsel and Secretary) will remain in their current roles. As a result of the closing of the transaction, Noble Energy will be removed from the S&P 500 Index on October 12, 2020. As of October 28, 2020, Chevron Corp will lay off about 25 per cent of Noble Energy's employees who joined Chevron as result of the merger.