Noble Midstream Partners LP (NBLX) (the “Partnership” or “Noble Midstream”) today announced it has secured a $200 million equity commitment (“Preferred Equity”) from Global Infrastructure Partners Capital Solutions Fund (“GIP”) to fund capital contributions to Dos Rios Crude Intermediate LLC, a newly-formed subsidiary holding Noble Midstream’s 30% equity interest in the EPIC Crude Pipeline. Of the $200 million total commitment, $100 million will be funded during the first quarter of 2019, with the remaining $100 million available for a one-year period, subject to certain conditions precedent. The Preferred Equity is perpetual and has a 6.5% annual dividend rate, payable quarterly in cash, with the ability to defer payment during the first two years following the closing. In addition, Noble Midstream can redeem the Preferred Equity in whole or in part at any time for cash at a predetermined redemption price. GIP can request redemption of the Preferred Equity following the later of the sixth anniversary of the Preferred Equity closing or the fifth anniversary of the EPIC Crude Pipeline completion date at a pre-determined base return. Proceeds from the Preferred Equity will be used to repay a portion of outstanding borrowings under the Partnership’s revolving credit facility, which were drawn to fund the Partnership’s exercise of its option to invest in the EPIC Crude Pipeline.
Commenting on the announcement, John Bookout, Chief Financial Officer, said, “We look forward to having GIP as our partner given their extensive energy investing track record and believe this transaction is a further endorsement of our investment in the EPIC Crude Pipeline. This Preferred Equity provides an attractive funding source for the Partnership, allowing us to maintain a prudent balance sheet without issuing common equity as the EPIC Crude Pipeline progresses. We are excited to capitalize on the growing demand for crude oil takeaway and export capability from the Permian Basin and look forward to adding a high-quality source of cash flow to our portfolio. The EPIC Crude Pipeline, together with our other recently announced joint ventures, is a crucial piece in building a leading Permian Basin midstream platform and delivering long-term value for our unitholders.”
The 30-inch EPIC Crude Pipeline is being designed with an initial capacity of 590 MBbl/d from the Permian Basin and Eagle Ford to the Gulf Coast. With the installation of additional pumps and storage, EPIC can increase the 30-inch capacity to approximately 900 MBbl/d. Interim service remains on track for startup in the third quarter of 2019 and permanent service is anticipated in January of 2020.
Barclays Capital Inc. acted as financial advisor and Vinson & Elkins L.L.P. served as legal counsel to Noble Midstream. Bracewell LLP represented GIP.
About Noble Midstream
Noble Midstream 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.
About Global Infrastructure Partners
Global Infrastructure Partners ("GIP") is an independent infrastructure fund manager that invests in the equity and credit of infrastructure assets and businesses. GIP targets investments in OECD and select emerging market countries in single assets and portfolios of assets and companies in power and utilities, natural resources infrastructure, air transport infrastructure, seaports, freight railroad, water distribution and treatment and waste management. GIP has offices in New York, London and Mumbai, with an affiliate in Sydney and portfolio company operations headquarters in Stamford, Connecticut. For more information, visit www.global-infra.com.
About EPIC Pipeline
EPIC was formed in 2017 to build, own, and operate midstream infrastructure in both the Permian and Eagle Ford Basins. EPIC’s first two projects, the EPIC Crude Pipeline and the EPIC NGL Pipeline, will transport crude and NGL across Texas for delivery into the Corpus Christi market. The EPIC Pipelines are backed by capital commitments from funds managed by the Private Equity Group of Ares Management, L.P. (ARES). For more information, visit www.epicmid.com.
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state laws. This press release is neither an offer to sell nor a solicitation of an offer to purchase the securities described herein.
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. For further discussion of risks and uncertainties, you should refer to those described under “Risk Factors” and “Forward-Looking Statements” in the Partnership’s most recent Annual Report on Form 10-K and in other reports we 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, management’s estimates, or opinions change.