Noble Midstream to Acquire Additional Interests in Delaware Basin and DJ Basin Infrastructure from Noble Energy

HOUSTON–(BUSINESS WIRE)–Noble Midstream Partners LP (NYSE:NBLX) (“Noble Midstream” or the
“Partnership”) today announced it has entered into a definitive
agreement to acquire additional interests in Colorado River DevCo LP
(“Colorado River DevCo”) and Blanco River DevCo LP (“Blanco River
DevCo”) for $270 million from Noble Energy, Inc. (NYSE:NBL) (“Noble
Energy”). The acquisition will increase Noble Midstream’s interest in
Colorado River DevCo to 100% from 80%, and in Blanco River DevCo to 40%
from 25%. Noble Energy will retain the remaining 60% interest in Blanco
River DevCo.

Commenting on the acquisition, Terry R. Gerhart, Chief Executive Officer
of the general partner of Noble Midstream, said, “We are very pleased to
further the Partnership’s exposure to the Delaware Basin through this
accretive acquisition of additional interests in Blanco River DevCo,
ahead of the significant growth anticipated from Noble Energy in the
Delaware Basin. Additionally, acquiring the remaining interest in
Colorado River DevCo adds immediate scale to the Partnership and
complements our growth outlook as we continue to gather an increasing
share of Noble Energy’s DJ Basin production.”

Blanco River DevCo

Blanco River DevCo holds Noble Midstream’s Delaware Basin in field
gathering dedications on approximately 111,000 acres for oil and
produced water gathering, with substantially all of the acreage also
dedicated for gas gathering.

The Partnership estimates approximately 40% to 50% of its 2017 gross
capital budget will be allocated to Blanco River DevCo as it constructs
four central gathering facilities and backbone pipeline infrastructure
to support Noble Energy’s Delaware Basin activity. The first facility is
estimated to be complete mid-year 2017, the second in the fourth quarter
2017, and the following two in the first half of 2018.

The four central gathering facilities are expected to provide oil
capacity expandable up to 120 thousand barrels per day by the end of
2018, and the oil, gas and produced water gathering systems are expected
to consist of approximately 180 miles of pipelines by the end of 2018.

Colorado River DevCo

Colorado River DevCo consists of gathering systems across Noble Energy’s
Wells Ranch and East Pony development areas and generated all of the
Partnership’s first quarter 2017 gathering revenue. Noble Midstream
provides oil, natural gas and produced water gathering, as well as fresh
water delivery services in Wells Ranch, and oil gathering in East Pony
through Colorado River DevCo.

Colorado River DevCo is expected to generate greater than 15% oil and
gas throughput growth in the second quarter 2017 as compared to the
first quarter of 2017. Assets held by Colorado River DevCo include the
Wells Ranch central gathering facility, with approximately 45 thousand
barrels of daily oil capacity, and approximately 125 miles of oil, gas
and produced water gathering pipelines combined in Wells Ranch and East
Pony.

Accretive Acquisition

The acquisition is expected to be immediately accretive to distributable
cash flow per unit of the Partnership, based on a transaction value
representing 8.2 – 9.2 times the next twelve months estimated earnings
before interest, taxes, depreciation and amortization (“EBITDA”) of the
acquired interests.

Noble Midstream’s management has recommended to the board of directors
of Noble Midstream GP LLC, the Partnership’s general partner (the “Board
of Directors”), a second quarter distribution per unit increase of 8.5%
above the first quarter distribution per unit of $0.4108, as compared to
the previously announced 4.7% quarterly growth target. In addition,
Noble Midstream’s management has also recommended to the Board of
Directors that the Partnership re-confirm its 20% distribution per unit
annual growth target following the proposed second quarter distribution.

Financing and Liquidity

As consideration for the acquisition, the Partnership has agreed to pay
Noble Energy $270 million, consisting of $245 million in cash and
562,430 common units representing limited partner interests in the
Partnership (“common units”). Noble Midstream expects to fund the cash
consideration with approximately $143 million of net proceeds from a
concurrent private placement of common units and $102 million of
borrowing under the Partnership’s credit facility.

Total borrowing under the Partnership’s credit facility is expected to
be $192 million as of the end of the second quarter of 2017, including
the expected borrowing for the acquisition. Pro forma for the
acquisition and the consummation of the concurrent private placement of
common units, the Partnership’s liquidity position is expected to be
$178 million as of June 30, 2017, consisting of approximately $158
million available under its credit facility and approximately $20
million of cash on hand.

Upon closing of the acquisition and the private placement, Noble Energy
is expected to own a 50.1% limited partner interest in Noble Midstream.
The acquisition is expected to close prior to the end of the second
quarter, subject to the satisfaction of customary closing conditions.

The terms of the transaction were approved by the Board of Directors
following a unanimous recommendation for approval from the conflicts
committee of the Board of Directors, which consists entirely of
independent directors. The conflicts committee was advised by Evercore
on financial matters and Baker Botts L.L.P. on legal matters.

Updated 2017 Guidance

Noble Midstream has updated its full year 2017 capital budget and
guidance to reflect the acquisition and an improved operational outlook.
The 2017 gross capital budget is unchanged; however total capital
attributable to the Partnership is expected to increase by $30 million
due to the additional interest acquired, and is now estimated to total
$215 million – $235 million.

Noble Midstream now anticipates 2017 net income between $145 million and
$152 million and EBITDA¹ between $155 million and $168
million, which represents a 5% increase above the prior midpoint EBITDA¹
guidance. EBITDA¹ attributable to the Partnership is now
estimated to range between $130 million and $145 million, which
represents a 19% increase to the prior guidance midpoint and reflects
performance updates from the previously announced second quarter 2017
volume expectations as well as the impact from the acquired interests in
the remainder of 2017. The Partnership estimates 2017 Distributable Cash
Flow (“DCF”)¹ to range between $112 million and $125 million
for the year ending December 31, 2017, resulting in DCF¹
coverage between 1.8x and 2.0x.

Noble Midstream will provide additional guidance information with the
second quarter 2017 earnings materials.

Presentation Available

A presentation summarizing the acquisition and updated guidance has been
made available on the ‘Investors’ page on the Partnership’s website at www.nblmidstream.com.

About Noble Midstream

Noble Midstream Partners LP is a growth-oriented master limited
partnership formed by Noble Energy, Inc. to own, operate, develop and
acquire domestic midstream infrastructure assets. Noble Midstream
currently provides crude oil, natural gas, and water-related midstream
services in the DJ Basin in Colorado and the Delaware Basin in Texas.
For more information, please visit www.nblmidstream.com.

Forward Looking Statement

This news release contains certain “forward-looking statements” within
the meaning of federal securities law. Words such as “anticipates”,
“believes”, “expects”, “intends”, “will”, “should”, “may”, “estimates”,
and similar expressions may be used to identify forward-looking
statements. Forward-looking statements are not statements of historical
fact and reflect the Partnership’s current views about future events. No
assurances can be given that the forward-looking statements contained in
this news release will occur as projected and actual results may differ
materially from those projected. Forward-looking statements are based on
current expectations, estimates and assumptions that involve a number of
risks and uncertainties that could cause actual results to differ
materially from those projected. These risks include, without
limitation, Noble Energy’s ability to meet its drilling and development
plans, changes in general economic conditions, competitive conditions in
the Partnership’s industry, actions taken by third-party operators,
gatherers, processors and transporters, the demand for crude oil and
natural gas gathering and processing services, the Partnership’s ability
to successfully implement its business plan, the Partnership’s ability
to complete internal growth projects on time and on budget, the price
and availability of debt and equity financing, the availability and
price of crude oil and natural gas to the consumer compared to the price
of alternative and competing fuels, and other risks inherent in the
Partnership’s business that are discussed in its most recent annual
report on Form 10-K and in other reports on file with the Securities and
Exchange Commission. These reports are also available from the
Partnership’s office or website, www.nblmidstream.com.
Forward-looking statements are based on the estimates and opinions of
management at the time the statements are made. Noble Midstream does not
assume any obligation to update forward-looking statements should
circumstances or management’s estimates or opinions change.

Non-GAAP Financial Measures

This news release includes EBITDA and Distributable Cash Flow, both of
which are non-GAAP measures which may be used periodically by management
when discussing our financial results with investors and analysts. The
following presents a reconciliation of each of these non-GAAP financial
measures to its nearest comparable GAAP measure.

We define EBITDA as net income before income taxes, net interest
expense, depreciation and amortization. EBITDA is used as a supplemental
financial measure by management and by external users of our financial
statements, such as investors, industry analysts, lenders and ratings
agencies, to assess:

• our operating performance as compared to those of other companies in
  the midstream energy industry, without regard to financing methods,
  historical cost basis or capital structure;
• the ability of our assets to generate sufficient cash flow to make
  distributions to our partners;
• our ability to incur and service debt and fund capital expenditures;
  and
• the viability of acquisitions and other capital expenditure projects
  and the returns on investment of various investment opportunities.

We define Distributable Cash Flow as EBITDA less estimated maintenance
capital expenditures. Distributable Cash Flow is used by management to
evaluate our overall performance. Our partnership agreement requires us
to distribute all available cash on a quarterly basis, and Distributable
Cash Flow is one of the factors used by the Board of Directors to help
determine the amount of available cash that is available to our
unitholders for a given period.

We believe that the presentation of EBITDA and Distributable Cash Flow
provide information useful to investors in assessing our financial
condition and results of operations. The GAAP measure most directly
comparable to EBITDA and Distributable Cash Flow is net income. EBITDA
and Distributable Cash Flow should not be considered alternatives to net
income or any other measure of financial performance or liquidity
presented in accordance with GAAP. EBITDA and Distributable Cash Flow
exclude some, but not all, items that affect net income or net cash, and
these measures may vary from those of other companies. As a result,
EBITDA and Distributable Cash Flow as presented below may not be
comparable to similarly titled measures of other companies.

EBITDA and Distributable Cash Flow should not be considered as
alternatives to GAAP measures, such as net income, operating income,
cash flow from operating activities, or any other GAAP measure of
financial performance.

¹ EBITDA and DCF are not Generally Accepted Accounting
Principles (“GAAP”). For definitions of these non-GAAP measures and
reconciliations to the nearest GAAP measures, see “Non-GAAP Financial
Measures” below.

Contacts

Noble Midstream
Chris Hickman
VP, Investor Relations
(281)
943-1622
[email protected]