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Form 8-K NOBLE ENERGY INC For: Mar 25

March 25, 2015 4:38 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2015

 

NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-07964
 
73-0785597
(State or other jurisdiction of
incorporation or organization)
 
Commission
File Number
 
(I.R.S. Employer
Identification No.)
 
 
1001 Noble Energy Way
Houston, Texas
 
 
 
77070
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code: (281) 872-3100
(Former name, former address and former fiscal year, if changed since last report)
 
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









Item 8.01 Other Events.
On March 25, 2015, Noble Energy, Inc. (the “Company”) completed the issuance and sale of an additional 3,150,000 shares of its common stock, par value $0.01 per share, in connection with the exercise of the option of the underwriters to purchase additional shares of the Company’s common stock pursuant to an Underwriting Agreement, dated February 26, 2015, among the Company, Goldman, Sachs & Co., J.P. Morgan Securities LLC and the other several underwriters named therein.
The offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-186497), which was filed and deemed automatically effective by the Securities and Exchange Commission on February 7, 2013.
In connection with this offering, a legal opinion as to the legality of the securities sold is being filed as Exhibit 5.1 to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this current report on Form 8-K:
5.1
Opinion of Mayer Brown LLP.
23.1
Consent of Mayer Brown LLP (included as Exhibit 5.1 hereto).











































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.
 
 
 
 
 
 
 
 
 
 
 
 
NOBLE ENERGY, INC.
 
 
 
 
Date:
March 25, 2015
 
 
By: 
 
/s/ Aaron G. Carlson
 
 
 
 
 
 
Aaron G. Carlson
 
 
 
 
 
 
Associate General Counsel and Assistant Secretary





INDEX TO EXHIBITS
 
 
 
 
Exhibit No.
  
Description
 
 
5.1
 
Opinion of Mayer Brown LLP.
 
 
 
23.1
 
Consent of Mayer Brown LLP (included as Exhibit 5.1 hereto).



Exhibit 5.1


 
Mayer Brown LLP
700 Louisiana Street
Suite 3400
Houston, Texas 77002-2730
Main Tel +1 713 238 3000
Main Fax +1 713 238 4888
www.mayerbrown.com
 
March 25, 2015

Noble Energy, Inc.
1001 Noble Energy Way
Houston, Texas 77070
Ladies and Gentlemen:
We have acted as special counsel to Noble Energy, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the sale by the Company of an aggregate of 3,150,000 additional shares of its common stock, par value $0.01 per share (the “Option Shares”). The Option Shares are being sold pursuant to (i) the exercise of an option set forth in an Underwriting Agreement (the “Underwriting Agreement”), dated as of February 26, 2015, between the Company and Goldman Sachs & Co and J.P Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), and (ii) the filing of the Registration Statement on Form S-3 (Registration No. 333-186497) (the “Registration Statement”), and the Prospectus dated February 7, 2013 included therein (the “Base Prospectus”) by the Company under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”), pursuant to which the Option Shares are registered. On February 27, 2015, the Company filed with the SEC a Prospectus Supplement dated February 26, 2015 (the “Prospectus Supplement”) pursuant to Rule 424(b)(5) promulgated under the Act.
In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the Base Prospectus, (ii) the Prospectus Supplement, (iii) the Certificate of Incorporation of the Company, as amended through the date hereof, (iv) the Bylaws of the Company, as amended through the date hereof, (v) the Underwriting Agreement, (vi) certain resolutions adopted (a) by the Board of Directors of the Company by unanimous written consent on February 24, 2015 and (b) by the Pricing Committee of the Board of Directors at a meeting of such committee on February 26, 2015 with respect to the authorization of the issuance and sale of the Option Shares and related matters, (vii) cross receipts delivered by the Company and the Underwriters upon the closing of the sale of the Option Shares and (viii) such other certificates, statutes and instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed.

During the course of such examination and review, and in connection with furnishing the opinions set forth below, we have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. We have also assumed that the Option Shares have been and will be issued and sold in the manner stated in the Prospectus Supplement, the Base Prospectus and the Underwriting Agreement. We are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Option Shares, and, for the purposes of this opinion letter, we have assumed that any future, similar or other required proceedings will be timely completed in the manner presently contemplated.

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.


Noble Energy, Inc.
March 25, 2015
Page 2


Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that when the Option Shares have been issued and sold by the Company against payment therefor in accordance with the terms and conditions of the Underwriting Agreement, the Option Shares will be validly issued, fully paid and non-assessable.
This opinion is limited to matters governed by the federal laws of the United States of America and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the General Corporation Law of the State of Delaware and such applicable provisions of the Delaware Constitution).

The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.
 
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K of the Company dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our Firm under the heading “Legal Matters” in the Prospectus Supplement and the Base Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC issued thereunder.
Respectfully submitted,
/s/ Mayer Brown LLP










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