SEC Company Response from Noble Midstream Partners LP (CIK 0001647513) — Jan 24, 2020
Noble Midstream Partners LP (CIK 0001647513)
Date: Jan. 24, 2020 · CIK: 0001647513 · Accession: 0001193125-20-014276
AI Filing Summary & Sentiment
File numbers found in text: 333-235652
Referenced dates: January 22, 2020
Letter
NOBLE MIDSTREAM PARTNERS LP
1001 Noble Energy Way
Houston, Texas 77070
January 24, 2020
Division of Corporation Finance
Office of Energy & Transportation
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Noble Midstream Partners LP
Amendment No. 1 to Registration Statement on Form S-3
Filed January 16, 2020
File No. 333-235652
Ladies and Gentlemen:
Set forth below are the responses of Noble Midstream Partners LP (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 22, 2020 with respect to Amendment No. 1 to Registration Statement on Form S-3/A, File No. 333-235652, filed with the Commission on January 16, 2020 (the “Registration Statement”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Amendment No. 1 to Registration Statement on Form S-3 unless otherwise specified.
Amendment No. 1 to Registration Statement on Form S-3
Applicable Law; Exclusive Forum, page 20
1. We note your disclosure on page 3 that, to the fullest extent permitted by law, your exclusive forum provision will apply to state and federal law claims. We also note your disclosure on page 20 that application of the provision may in some instances be limited by applicable law. Please revise your disclosure to state clearly whether you intend for this provision to apply to actions arising under the Securities Act or Exchange Act.
RESPONSE: We have revised the Registration Statement to highlight the inapplicability of the exclusive forum provision to certain actions arising under the Securities Act and Exchange Act or any other claim for which federal courts have exclusive jurisdiction. Please see pages 3, 20 and 21 of the Registration Statement. We also intend to include this expanded risk factor in our annual report on Form 10-K.
* * * * *
Securities and Exchange Commission
January 24, 2020
Page 2
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.
Very truly yours,
NOBLE MIDSTREAM PARTNERS LP
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CORRESP 1 filename1.htm CORRESP NOBLE MIDSTREAM PARTNERS LP 1001 Noble Energy Way Houston, Texas 77070 January 24, 2020 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Noble Midstream Partners LP Amendment No. 1 to Registration Statement on Form S-3 Filed January 16, 2020 File No. 333-235652 Ladies and Gentlemen: Set forth below are the responses of Noble Midstream Partners LP (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 22, 2020 with respect to Amendment No. 1 to Registration Statement on Form S-3/A, File No. 333-235652, filed with the Commission on January 16, 2020 (the “Registration Statement”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Amendment No. 1 to Registration Statement on Form S-3 unless otherwise specified. Amendment No. 1 to Registration Statement on Form S-3 Applicable Law; Exclusive Forum, page 20 1. We note your disclosure on page 3 that, to the fullest extent permitted by law, your exclusive forum provision will apply to state and federal law claims. We also note your disclosure on page 20 that application of the provision may in some instances be limited by applicable law. Please revise your disclosure to state clearly whether you intend for this provision to apply to actions arising under the Securities Act or Exchange Act. RESPONSE: We have revised the Registration Statement to highlight the inapplicability of the exclusive forum provision to certain actions arising under the Securities Act and Exchange Act or any other claim for which federal courts have exclusive jurisdiction. Please see pages 3, 20 and 21 of the Registration Statement. We also intend to include this expanded risk factor in our annual report on Form 10-K. * * * * * Securities and Exchange Commission January 24, 2020 Page 2 Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629. Very truly yours, NOBLE MIDSTREAM PARTNERS LP By: /s/ Thomas W. Christensen Name: Thomas W. Christensen Title: Chief Financial Officer Enclosures cc: Ramey Layne, Esq.