Western Gas Partners LP
12/04/2025 | Press release | Distributed by Public on 12/04/2025 15:41
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 Entry Into a Material Definitive Agreement.
On December 4, 2025, Western Midstream Operating, LP (the "Partnership"), a subsidiary of Western Midstream Partners, LP (NYSE: WES), completed the public offering of $600,000,000 aggregate principal amount of 4.800% Senior Notes due 2031 (the "2031 Notes") and $600,000,000 aggregate principal amount of 5.500% Senior Notes due 2035 (the "2035 Notes" and, together with the 2031 Notes, the "Notes").
The terms of the Notes are governed by the Indenture, dated as of May 18, 2011 (the "Base Indenture"), by and among the Partnership, 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 Fifteenth Supplemental Indenture (the "Supplemental Indenture"), dated as of December 4, 2025, by and between the Partnership 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 2031 Notes will accrue from December 4, 2025, and will be payable semi-annually on March 1 and September 1 of each year, with the initial interest payment being due on March 1, 2026. Interest on the 2035 Notes will accrue from December 4, 2025, and will be payable semi-annually on June 15 and December 15 of each year, with the initial interest payment being due on June 15, 2026. The 2031 Notes will mature on March 1, 2031, unless redeemed prior to maturity. The 2035 Notes will mature on December 15, 2035, unless redeemed prior to maturity.
The Partnership may redeem all or some of each series 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 the Partnership's existing and future senior indebtedness and senior to any subordinated indebtedness that the Partnership may incur.
The Indenture contains covenants that will limit the ability of the Partnership 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 the Partnership's subsidiaries. In the future, however, if any of the Partnership's subsidiaries becomes a borrower or guarantor under, or grants any lien to secure any obligations pursuant to, the Partnership's revolving credit facility, then that subsidiary will, jointly and severally, fully and unconditionally guarantee the Partnership's payment obligations under the Notes so long as such subsidiary has any guarantee obligation under the Partnership's revolving credit facility.
The Indenture also contains customary events of default, including, among other things, (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) failure by the Partnership for 60 days after notice to comply with any of the other agreements in the Indenture; and (iv) certain events of bankruptcy or insolvency with respect to the Partnership. If an event of default occurs and is continuing with respect to any series of the Notes, the Trustee or the holders of not less than 25% in principal amount of such series of outstanding Notes may declare the principal amount of such Notes and all accrued and unpaid interest to be due and payable. Upon such a declaration, such principal amount will become due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization with respect to the Partnership occurs and is continuing, the principal amount of such Notes outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders of such Notes.
Other material terms of the Notes, the Base Indenture and the Supplemental Indenture are described in the prospectus supplement relating to the Notes, dated December 1, 2025, as filed by the Partnership with the Securities and Exchange Commission on December 2, 2025. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of such Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Notes and the Indenture set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On December 1, 2025, the Partnership, together with its general partner, Western Midstream Operating GP, LLC (the "General Partner"), the sole member of the General Partner, Western Midstream Partners, LP ("WES"), and the general partner of WES, Western Midstream Holdings, LLC, entered into an Underwriting Agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters, relating to the public offering (the "Offering") of the 2031 Notes at a price to the public of 99.993% of the face amount of the 2031 Notes and the 2035 Notes at a price to the public of 99.405% of the face amount of the 2035 Notes.
On December 4, 2025, the Partnership completed the Offering. The Partnership will use the net proceeds from the Offering to repay its maturing 4.650% Senior Notes due 2026, to repay amounts outstanding under its commercial paper program (including borrowings incurred to fund the cash consideration of the acquisition of Aris Water Solutions, Inc.), and for general partnership purposes, including the funding of capital expenditures.
The Offering was made pursuant to the Partnership'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 the Partnership 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 transactions.
Western Gas Partners LP published this content on December 04, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 04, 2025 at 21:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]