UNITED STATES 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
Date
of Report (Date of earliest event reported): June 11, 2008
WESTERN GAS PARTNERS, LP
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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001-34046
(Commission
File Number)
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26-1075808
(IRS Employer
Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive office) (Zip Code)
(832) 636-6000
(Registrants’ 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities.
On May 14, 2008, in connection with the closing of the initial public offering (the
“Offering”) of 18,750,000 common units representing limited partner interests (“Common Units”) in
Western Gas Partners, LP (the “Partnership”), the Partnership entered into a Contribution Agreement
(the “Contribution Agreement”) with Anadarko Petroleum Corporation (“Anadarko”), Western Gas
Resources, Inc. (“WGR”), WGR Holdings, LLC (“WGR Holdings”), Western Gas Holdings, LLC (the
“General Partner,” and together with the Partnership, Anadarko, WGR and WGR Holdings, the “Western
Gas Parties”), WGR Asset Holding Company, LLC (“Asset HoldCo”), Western Gas Operating, LLC
(“Operating GP”) and WGR Operating, LP (“OLP”). Immediately prior to the closing of the Offering,
pursuant to the Contribution Agreement, the Partnership issued to WGR Holdings the right to receive
any Common Units not purchased pursuant to the 30-day option granted to the underwriters of the
Offering to purchase up to an additional 2,812,500 Common Units.
On June 11,
2008, the underwriters of the Offering exercised their option and
purchased 2,060,875 Common Units
(the “Additional Units”) from the Partnership for
approximately $34.0 million. The proceeds from this transaction of
approximately $31.8 million (net of underwriting discounts and
structuring fees) will be used to reimburse Anadarko for capital
expenditures it incurred with respect to assets it contributed to the
Partnership. Pursuant to the Contribution Agreement,
concurrently with the closing of the sale of the Additional Units, 751,625 Common Units were issued
to WGR Holdings. The issuance was undertaken in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended, contained in Section 4(2) thereof. The Partnership believes that
exemptions other than the foregoing exemption may exist for these
transactions.
The foregoing description is qualified in its entirety by reference to the full text of the
Contribution Agreement, which is incorporated herein by reference to Exhibit 10.2 of the
Partnership’s Current Report of Form 8-K, filed with the
Securities and Exchange Commission on May 14, 2008 (File No.
001-34046).
As more
fully described in the section “Certain Relationships and Related Party Transactions”
of the Partnership’s Registration Statement on Form S-1, as
amended, filed with the Securities and Exchange Commission on
April 25, 2008 (File No. 333-146700),
which is incorporated herein by reference, each of the Partnership, the General Partner, Operating
GP, OLP, Holdings, Asset HoldCo and WGR are direct or indirect subsidiaries of Anadarko. As a
result, certain individuals, including officers of Anadarko and officers and directors of the
General Partner, serve as officers and/or directors of more than one of such entities. The General
Partner holds the 2.0% general partner interest in the Partnership and Anadarko indirectly owns
approximately 59.6% of the limited partner interest in the Partnership.
Item 8.01. Other Events
On
June 6, 2008, the underwriters notified the Partnership of their
intent to exercise the over-allotment option and purchase the
Additional Units. On June 11, 2008, the Partnership announced that
it has closed the issuance of the Additional Units under the
over-allotment option granted to the underwriters in connection with
the Offering. As described above, the underwriters exercised their
option and purchased the Additional Units from the Partnership for
approximately $34.0 million. The proceeds from this transaction
of approximately $31.8 million (net of underwriting discounts
and structuring fees) will be used to
reimburse Anadarko for capital expenditures it
incurred with respect to assets it contributed to the Partnership. A copy of the press release announcing the closing is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(a) Exhibits
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Description |
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10.1 |
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Contribution, Conveyance and Assumption Agreement by and among
Western Gas Partners, LP, Western Gas Holdings, LLC, Anadarko
Petroleum Corporation, WGR Holdings, LLC, Western Gas Resources,
Inc., WGR Asset Holding Company LLC, Western Gas Operating, LLC
and WGR Operating, LP, dated as of May 14, 2008 (incorporated by
reference to Exhibit 10.2 to Western Gas Partners, LP’s Current
Report on Form 8-K filed May 14, 2008 (File
No. 001-34046)). |
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99.1 |
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Western
Gas Partners, LP Press Release, dated June 11, 2008. |