Inaugural Drop Down Transaction Overview June 21, 2017 - PowerPoint PPT Presentation

Inaugural Drop Down Transaction Overview June 21, 2017 www.nblmidstream.com

Forward Looking Statements and Non-GAAP Measures This presentation contains certain “forward -looking statements” within the meaning of the federal securities law. Words such as “anticipates”, “believes”, “expects”, “intends”, “will”, “should”, “may”, “estimate” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Noble Midstream Partners LP’s (“the Partnership” or “Noble Midstream”) current views about future events. No assurances can be given that the forward-looking statements contained in this presentation 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. These risks include, without limitation, the ability of Noble Energy, Inc. (“NBL”) to meet its drilling and development plans, changes in general economic conditions, competitive conditions in the Partnership’s industry, actions taken by third-party operators, gatherers, processors and transporters, the demand for crude oil and natural gas gathering and processing services, the Partnership’s ability to successfully implement its business plan, the Partnership’s ability to complete internal growth projects on time and on budget, the price and availability of debt and equity financing, the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels, and other risks inherent in the Partnership’s business, including those described under “Risk Factors” and “Forward -Looking Statements” in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in the other reports the Partnership files 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 or management's estimates or opinions change. This presentation also contains certain measures of financial performance that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) that management believes are good tools for internal use and the investment community in evaluating Noble Midstream’s overall financial performance. In this presentation, we refer to certain results as “attributable to the Partnership. ” Unless otherwise noted herein, all results included in this release reflect the results of our predecessor for accounting purposes, for periods prior to the closing of our initial public offering (“IPO”) on September 20, 2016, as well as the results of our Partnership, for the period subsequent to the closing of the IPO. We refer to certain results as “attributable to the Partnership,” which excludes the non-controlling interests in the development companies (“ DevCos ”) retained NBL. We believe the results “attributable to the Partnership” provide the best representation of the ongoing operations from which our unitholders will benefit. www.nblmidstream.com 2

Acquisition Summary NBLX is acquiring the remaining 20% interest in Colorado River DevCo LP and an additional 15% interest in Blanco River  DevCo LP from NBL $270mm purchased price; expected to close concurrent with PIPE offering  $143mm PIPE offering , $25mm placed to NBL, and $102mm borrowings under NBLX’s credit facility  Second transaction of the year (Advantage JV); combined financing of the two transactions of ~50% equity / 50% cash and credit facility  Attractive purchase price valuation of ~ 8.2x - 9.2x NTM EBITDA 1  Immediately accretive to distributable cash flow per unit  Management has recommended to the Board of Directors a one-time distribution increase of ~8.5% per LP unit in 2Q17 2  ~$180mm pro forma liquidity to fund future midstream development  Preserves liquidity to support future growth capex at attractive organic build multiples and other complimentary growth opportunities  Colorado River DevCo (DJ Basin) Blanco River DevCo (Delaware Basin) Acquiring remaining 20% interest  Acquiring additional 15% interest  Generated substantially all of the Partnership’s 1Q 2017 Gathering Increases attractive single digit organic build exposure to   Revenue Delaware Basin Mature but growing cash flows at current activity levels  Contributes to Partnership goal of ~50% Permian EBITDA  contribution by 2020 Forecasting 15% growth 2Q vs 1Q 2017 in oil and gas throughput  40 - 50% of 2017 Gross Capital Budget  ~125 miles of total gathering pipelines in Wells Ranch and East Pony  ~180 miles total gathering pipelines by 2018  Wells Ranch facility oil gathering capacity: 45 MBPD  Planned facilities oil capacity: 120 MBPD by 2018  NBLX Ownership Prod. Fresh Dedicated Crude Oil Gas Water Water DevCo Current Pro Forma IDP Acres (~) Gathering Gathering Gathering Delivery DJ Basin: Wells Ranch 78k     Colorado River 80% 100% DJ Basin: East Pony 44k  Blanco River 25% 40% Delaware Basin 111k    1. Includes Non-GAAP measures; see reconciliations to GAAP measures in Appendix. 2. Subject to close of the acquisition and formal approval from Noble Midstream GP LLC Board of Directors at the second quarter board meeting www.nblmidstream.com 3

Transaction Rationale Accretive Transaction Provides Scale and Additional Delaware Basin Exposure Immediately accretive to distributable cash flow per unit  Drop down of interest from both Colorado River DevCo and Blanco River Devco provides unique opportunity to  immediately add scale and additional organic build exposure to high growth Delaware Basin at combined 8.2x – 9.2x NTM EBITDA 1 multiple Management has recommended a 2Q ’17 DPU increase of 8.5% above 1Q ’17 of $.4108 per unit 2 One time distribution step-up  To resume 20% long- term distribution per unit (“DPU”) growth objective in 3Q ’17 2  Preserves Liquidity and Financial Flexibility Supports future growth capital requirements for projects expected to generate attractive organic build multiples  Enables NBLX to remain positioned for complimentary growth opportunities  Strong Sponsor Support NBL’s election to take units shows continued commitment  Maintains over 50% LP ownership  Recent Well Performance Provides Upside to Outlook Anticipating 15% higher NBLX volume throughput in 2Q 2017 as compared to 1Q 2017 with consistent rig activity  1. Includes Non-GAAP measures; see reconciliations to GAAP measures in Appendix 2. Subject to close of the acquisition and formal approval from Noble Midstream GP LLC Board of Directors at the second quarter board meeting www.nblmidstream.com 4

NBLX Structure (Pro Forma Drop Down) Drop down assets Noble Energy NYSE: NBL 100% 50.1% Limited Noble Midstream GP LLC Partner Interest Non-Economic General ROFR Assets: Partner Interest • East Pony Gas Gathering • East Pony Gas Processing Noble Midstream • Eagle Ford Shale Midstream Partners LP Public Unitholders (LP) • Additional DJ Acreage NYSE: NBLX • Additional Delaware Basin Services 49.9% Limited Partner Interest 100% 3.33% Non-Operating Membership Interest Noble Midstream White Cliffs Pipeline L.L.C. Services, LLC Controlling 100% 100% 40% 25% 25% 5% 100% Interest Colorado Laramie Blanco Green San Juan Gunnison Trinity River River River River River River River Non-Controlling 60% 75% 75% 95% Interest www.nblmidstream.com 5

2017 Guidance Detail Revised Prior Guidance (May 1) 1Q 2017 Guidance Actuals 2Q 2017 (E) FY 2017 (E) FY 2017 (E) Gross EBITDA $37 $33 – $36 $146 – $162 $155 – $168 Financials ($MM) (1) Net EBITDA $26 $25 – $28 $110 – $122 $130 – $145 Distributable Cash Flow $24 $22 – $25 $96 – $107 $112 – $125 Distribution Coverage (2) 1.8x 1.6x – 1.8x 1.7x – 1.9x 1.8x – 2.0x Gross Capex (3) $77 $110 – $125 $365 – $405 $365 – $405 Net Capex (3) $60 $65 – $75 $185 – $205 $215 – $235  Proposed acquisition is immediately accretive to distributable cash flow per unit  Gross EBITDA increases ~5% at midpoint to prior FY expectations  Net EBITDA up ~19% for 2017 due to: ~6-months of contribution from drop down transaction  YTD performance and impact to balance of year   Distributable Cash Flow increases ~17% at midpoint from prior FY guidance  Assuming 8.5% 2Q 2017 distribution increase (vs. 1Q 2017), FY coverage expected at 1.8x – 2.0x from 1.7x – 1.9x Highlights the accretive nature of the transaction  1. Includes Non-GAAP measures, see reconciliations to GAAP measures in Appendix 2. Estimates include a forecasted DPU annual growth 3. Excludes $66.5 million for Advantage JV acquisition, includes Advantage integration capital, excludes drop down purchase price www.nblmidstream.com 6