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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

 

NBL PERMIAN LLC

(Exact name of Registrant as specified in its charter)

Delaware	001-10924	81-4972144
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ☐

 

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Introductory Note:

On April 24, 2017 (the “Closing Date”), Wild West Merger Sub, Inc. (“Merger Sub”), an indirect, wholly owned subsidiary of Noble Energy, Inc. (“Noble”), completed its merger (the “Merger”) with and into Clayton Williams Energy, Inc. (“CWEI”), as a result of which CWEI became an indirect, wholly owned subsidiary of Noble. On April 25, 2017, CWEI merged with and into NBL Permian LLC, an indirect, wholly owned subsidiary of Noble, with NBL Permian LLC continuing as the surviving company (the “Second Merger”).

References to “the Company” in this Current Report on Form 8-K refer to NBL Permian LLC and its consolidated subsidiaries as the surviving company in the Second Merger.

Pursuant to the Merger, each share of common stock, par value $0.10 per share, of CWEI (each, a “CWEI Common Share”) issued and outstanding (other than CWEI Common Shares held in treasury and CWEI Common Shares held by stockholders who properly complied in all respects with the provisions of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) as to appraisal rights), and each unexercised warrant to purchase or otherwise acquire CWEI Common Shares (each, a “CWEI Warrant”), was converted into the right to receive, at the election of the stockholder or warrant holder, as applicable, and subject to proration as described below, one of the following forms of consideration (the “Merger Consideration”):

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for each CWEI Common Share, one of (i) 3.7222 shares of common stock, par value $0.01 per share, of Noble (each such share, a “Noble Common Share,” and such consideration, the “Share Consideration”); (ii)(A) $34.75 in cash (subject to applicable withholding tax), without interest and (B) 2.7874 Noble Common Shares (the “Mixed Consideration”); or (iii) $138.39 in cash (subject to applicable withholding tax), without interest (the “Cash Consideration”); and

·

for each CWEI Warrant, one of (i) the Share Consideration in respect of the number of CWEI Common Shares that would be issued upon a cashless exercise of such CWEI Warrant immediately prior to the effective time of the Merger (“Warrant Notional Common Shares”); (ii) the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by such CWEI Warrant; or (iii) the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such CWEI Warrant.

 

No fractional Noble Common Shares will be issued in the Merger, and holders of CWEI Common Shares will, instead, receive cash in lieu of fractional  Common Shares, if any. The Merger Consideration is subject to proration so that the aggregate Merger Consideration paid in respect of all CWEI Common Shares and CWEI Warrants consists of 75%  Common Shares and 25% cash. The Company will announce the final election and proration results once available.

On the Closing Date, each CWEI preferred share issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive cash in an amount equal to $1.00 (subject to applicable withholding tax), without interest.

On the Closing Date, each CWEI preferred share issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive cash in an amount equal to $1.00 (subject to applicable withholding tax), without interest.

On the Closing Date, in connection with the Merger and pursuant to the Merger Agreement, each option to purchase or otherwise acquire CWEI Common Shares (each, a “CWEI Option”) that was outstanding immediately prior to the effective time of the Merger vested and was converted into the right to receive the number of Noble Common Shares, rounded down to the nearest whole share, equal to the quotient of (i) the product of (A) the number of CWEI Common Shares subject to the CWEI Option, multiplied by (B) the amount, if any, by which the per share closing trading price of CWEI Common Shares on the business day immediately before the effective time of the Merger exceeds the exercise price per CWEI Common Share otherwise purchasable pursuant to the CWEI Option immediately prior to the effective time of the Merger, divided by (ii) $34.672, the average of the closing sale prices of a Noble Common Share as reported on the NYSE for the ten consecutive full trading days, ending at the close of trading on April 21, 2017, the full trading day immediately preceding the Closing Date. If such calculation results in zero or a negative number, the applicable CWEI Option shall be forfeited for no consideration.

In connection with the Merger, restricted CWEI Common Shares (“CWEI Restricted Shares”) outstanding immediately prior to the effective time of the Merger were converted into the right to receive a number of restricted Noble Common Shares equal to the number of CWEI Restricted Shares multiplied by the share-election exchange ratio of 3.7222, rounded up to the nearest whole share, and subject to the same vesting, repurchase and other restrictions as the applicable CWEI Restricted Shares.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger (and not as a result of any disagreement with CWEI), on the Closing Date, each of CWEI’s directors and officers immediately prior to the effective time of the Merger ceased to be directors and officers of CWEI. In accordance with the terms of the Merger Agreement, immediately following the effective time of the Merger, NBL Permian, being the sole stockholder of CWEI following the effective time of the Merger, acting by written consent appointed John A. Huser, Donald G. Moore and Charles J. Rimer as directors, and the board of directors then appointed Charles J. Rimer as President and Chief Executive Officer, Timothy K. Baumgart as Vice President and Chief Operating Officer, Kevin E. Haggard as Vice President and Treasurer, John A. Huser as Vice President – Finance, Amy E. Jolley as Vice President – Tax, Donald G. Moore as Vice President, R. Mark Patterson as Vice President, Aaron G. Carlson as Secretary, Harry R. Beaudry as Assistant Secretary, and Bernard P. Castro as Assistant Treasurer.

 

Immediately following the effective time of the Second Merger, NBL Texas, LLC, being the sole member of NBL Permian, acting by written consent and in accordance with the terms of the limited liability company agreement, amended Section 7.2(a) of the limited liability company agreement of NBL Permian to replace “one Manager” with “three Managers,” and appointed John A. Huser, Donald G. Moore and Charles J. Rimer as managers of the Company, and the board of managers then appointed Charles J. Rimer as President, Timothy K. Baumgart as Vice President, Kevin E. Haggard as Vice President and Treasurer, John A. Huser as Vice President – Finance, Amy E. Jolley as Vice President – Tax, Donald G. Moore as Vice President, R. Mark Patterson as Vice President, Aaron G. Carlson as Secretary, Harry R. Beaudry as Assistant Secretary, and Bernard P. Castro as Assistant Treasurer.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

 

INDEX TO EXHIBITS

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