Western Midstream Partners Enters Material Agreement

TL;DR

WES inked a new deal, expect financial moves.

AI Summary

On August 15, 2024, Western Midstream Partners, LP entered into a Material Definitive Agreement related to a direct financial obligation. The filing also notes the creation of an obligation under an off-balance sheet arrangement and reports on other events and financial statements. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Western Midstream Partners, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.

Key Players & Entities

• Western Midstream Partners, LP (company) — Registrant
• August 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $800,000,000 — WES"), completed the public offering of $800,000,000 aggregate principal amount of 5.450% Se

Filing Documents

• wes-20240815.htm (8-K) — 38KB
• wesop20248-kxaugdebtxex11.htm (EX-1.1) — 338KB
• wesop20248-kxaugdebtxex41.htm (EX-4.1) — 203KB
• wesop20248-kxaugdebtxex51.htm (EX-5.1) — 17KB
• image_0.jpg (GRAPHIC) — 17KB
• 0001423902-24-000065.txt ( ) — 836KB
• wes-20240815.xsd (EX-101.SCH) — 2KB
• wes-20240815_lab.xml (EX-101.LAB) — 21KB
• wes-20240815_pre.xml (EX-101.PRE) — 12KB
• wes-20240815_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On August 20, 2024, Western Midstream Operating, LP ("WES Operating"), a subsidiary of Western Midstream Partners, LP (NYSE: WES) ("WES"), completed the public offering of $800,000,000 aggregate principal amount of 5.450% Senior Notes due 2034 (the "Notes"). The terms of the Notes are governed by the Indenture, dated as of May 18, 2011 (the "Base Indenture"), by and among WES Operating, the subsidiary guarantors named therein and Computershare Trust Company, National Association (successor to Wells Fargo Bank, National Association), as trustee (the "Trustee"), as supplemented by the Fourteenth Supplemental Indenture (the "Supplemental Indenture"), dated as of August 20, 2024, by and between WES Operating and the Trustee, setting forth the specific terms applicable to the Notes (the Base Indenture, as supplemented by the Supplemental Indenture, the "Indenture"). Interest on the Notes will accrue from August 20, 2024, and will be payable semi-annually on May 15th and November 15th of each year, with the initial interest payment being due on May 15, 2025. The Notes will mature on November 15, 2034, unless redeemed prior to maturity. WES Operating may redeem all or some of the Notes, in whole or in part, at any time prior to their maturity at the applicable redemption price as set forth in the Indenture. The Notes rank equally in right of payment with all of WES Operating's existing and future senior indebtedness and senior to any subordinated indebtedness that WES Operating may incur. The Indenture contains covenants that will limit the ability of WES Operating and certain of its subsidiaries to create liens on its principal properties, engage in sale and leaseback transactions, merge or consolidate with another entity or sell, lease or transfer substantially all of its properties or assets to another entity. Initially, the Notes will not be guaranteed by any of WES Operating's subsidiaries. In the future, howe

01 Other Events

Item 8.01 Other Events. On August 15, 2024, WES Operating, together with its general partner, Western Midstream Operating GP, LLC (the "WES Operating GP"), the sole member of WES Operating GP, WES, and the general partner of WES, Western Midstream Holdings, LLC, entered into an Underwriting Agreement (the " Underwriting Agreement ") with TD Securities (USA) LLC, BofA Securities, Inc., MUFG Securities Americas Inc. and PNC Capital Markets LLC, as representatives of the several underwriters, relating to the public offering (the " Offering ") of $800,000,000 aggregate principal amount of the Notes at a price to the public of 99.743% of their face value. On August 20, 2024, WES Operating completed the Offering. WES Operating will use the net proceeds from the Offering to repay a portion of its maturing 3.100% Senior Notes due 2025 and 3.950% Senior Notes due 2025, and for general partnership purposes, including the funding of capital expenditures. The Offering was made pursuant to WES Operating's shelf registration statement on Form S-3 (File No. 333-270964-01), which became effective on March 30, 2023. The Underwriting Agreement contains customary representations, warranties and agreements, conditions to closing, indemnification obligations, including for liabilities under the Securities Act of 1933, and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein. Relationships From time to time, certain of the underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with WES Operating in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transact

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated August 15, 2024, by and among Western Midstream Operating, LP, Western Midstream Partners, LP, Western Midstream Operating GP, LLC, Western Midstream Holdings, LLC and TD Securities (USA) LLC, BofA Securities, Inc., MUFG Securities Americas Inc. and PNC Capital Markets LLC. 4.1 Fourteenth Supplemental Indenture, dated as of August 20, 2024, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee. 4.2 Form of 5.450% Senior Notes due 2034 (included as Exhibit A to Exhibit 4.1 filed herewith). 5.1 Opinion of Locke Lord LLP. 23.1 Consent of Locke Lord LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WESTERN MIDSTREAM PARTNERS, LP By: Western Midstream Holdings, LLC, its general partner Dated: August 20, 2024 By: /s/ Kristen S. Shults Kristen S. Shults Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR