Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - Western Midstream Operating, LP | h82273exv1w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
May 9, 2011
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
WESTERN GAS PARTNERS, LP
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
001-34046 (Commission File Number) |
26-1075808 (IRS Employer Identification Number) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive offices)
The Woodlands, Texas 77380-1046
(Address of principal executive offices)
(832) 636-6000
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 9, 2011, Western Gas Partners, LP (the “Partnership”) and certain of its
subsidiaries, together with its general partner, entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC,
as representatives of the several underwriters, relating to the public offering of $500 million
aggregate principal amount of the Partnership’s 5.375% senior notes due 2021 (the “Notes”) at a
price to the public of 98.778% of the face amount of the Notes.
The offering of the Notes is expected to close on May 18, 2011, subject to customary
closing conditions. Net proceeds from the offering will be used to repay amounts outstanding under
the Partnership’s $800.0 million revolving credit facility, and the remaining net proceeds will be
used for general partnership purposes.
The offering was made pursuant to the Partnership’s shelf registration statement on Form S-3
(File No. 333-174043), which became effective on May 9, 2011.
The Underwriting Agreement contains customary representations, warranties and agreements by
the Partnership, and customary conditions to closing, indemnification obligations of the
Partnership and the underwriters, including for liabilities under the Securities Act of 1933, other
obligations of the parties 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description of the Exhibit | |
| Exhibit 1.1 | Underwriting Agreement, dated May 9, 2011, by and
among the Partnership, Western Gas Holdings, LLC, the
subsidiary guarantors named therein and Morgan Stanley &
Co. Incorporated and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein. |
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 GAS PARTNERS, LP |
|||||
| By: | Western Gas Holdings, LLC, its general partner |
||||
| Date: May 12, 2011 | /s/ Benjamin M. Fink | ||||
| Benjamin M. Fink | |||||
| Senior Vice President, Chief Financial Officer and Treasurer | |||||
EXHIBIT INDEX
| Exhibit Number | Description of the Exhibit | |
| Exhibit 1.1 | Underwriting Agreement, dated May 9, 2011, by and
among the Partnership, Western Gas Holdings, LLC, the
subsidiary guarantors named therein and Morgan Stanley &
Co. Incorporated and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein. |