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Noble, Rosetta Exchange Notes Ahead of Merger Deal

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   |    Monday,June 29,2015

Noble Energy, Inc. has commenced offers to exchange any and all senior notes of Rosetta Resources Inc. validly tendered (and not validly withdrawn) and accepted for exchange by Noble Energy for senior notes to be issued by Noble Energy as described in the table below.

The exchange offers are conditioned upon, among other things, the receipt of valid consents to the Proposed Amendments (as defined below) from the holders of a majority in outstanding principal amount of each series of Rosetta Notes (as defined below) and consummation of Noble Energy's previously announced acquisition of all of the common stock of Rosetta through the merger of Rosetta with a newly formed, wholly owned subsidiary of Noble Energy. The obligations of Noble Energy and Rosetta to complete the merger are each subject to the satisfaction (or waiver by both Rosetta and Noble Energy) of certain conditions, including approval of the merger by vote of the holders of a majority of the outstanding shares of Rosetta common stock. A Registration Statement on Form S-4 relating to the issuance of the Noble Notes (as defined below) was filed with the Securities and Exchange Commission on June 29, 2015 but has not yet been declared effective.

(1)   Consideration per $1,000 principal amount of Rosetta Notes validly tendered, subject to any rounding as described herein.

(2)   The term "Noble Notes" in this column and elsewhere in this news release refers, in each case, to the series of Noble Notes corresponding to the series of Rosetta Notes of like tenor and coupon.

(3)   Includes the Early Participation Premium for Rosetta Notes validly tendered prior to the Early Consent Date described below and not validly withdrawn.

In connection with the exchange offers, Noble Energy is also soliciting consents from holders of the Rosetta Notes to amend (the "Proposed Amendments") the indentures governing the Rosetta Notes to eliminate substantially all of the restrictive covenants in the indentures and permit Noble Energy's filing of its periodic reports under the Exchange Act to satisfy the reporting covenant in the indentures.