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NBL > SEC Filings for NBL > Form 8-K on 8-Nov-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.
On November 5, 2013, Noble Energy, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc., as representatives of the several underwriters named therein (the "Underwriters"), with respect to the issuance and sale of $1,000,000,000 aggregate principal amount of 5.25% notes due 2043 (the "Notes"). The Notes have been registered under the Securities Act of 1933 (the "Act") pursuant to a Registration Statement on Form S-3 (No. 333-186497) which was filed with the Securities and Exchange Commission (the "SEC") and became automatically effective on February 7, 2013. The terms of the Notes are further described in the Company's prospectus supplement dated November 5, 2013, as filed with the SEC under Rule 424(b)(2) of the Act on that date. The closing of the sale of the Notes occurred on November 8, 2013. The Notes are unsubordinated and unsecured obligations of the Company. The net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, were approximately $983.9 million.
The Notes are governed by the terms of an Indenture dated as of February 27, 2009 between the Company and Wells Fargo Bank, National Association as trustee (the "Trustee"), as supplemented by the Fourth Supplemental Indenture dated as of November 8, 2013 between the Company and the Trustee.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities.
A copy of the Underwriting Agreement and the Third Supplemental Indenture have been filed as Exhibits 1.1 and 4.1, respectively, to this report and are incorporated herein by reference.
Several of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates, for which they have received, or may in the future receive, customary fees and commissions for those transactions.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this current report on Form 8-K:

1.1 Underwriting Agreement, dated as of November 5, 2013, among Noble Energy, Inc. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc., as representatives of the several underwriters named therein.

4.1 Fourth Supplemental Indenture dated as of November 8, 2013, to Indenture dated as of February 27, 2009 between Noble Energy, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to senior debt securities of Noble Energy, Inc. (including the form of 2043 Notes).

5.1 Opinion of Mayer Brown LLP.

23.1 Consent of Mayer Brown LLP (included as Exhibit 5.1 hereto).

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