8-K

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): January 17, 2012 (January 13, 2012)

WESTERN GAS PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware	001-34046	26-1075808
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation or organization)	File Number)	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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 13, 2012, Western Gas Partners, LP (the “Partnership”) completed its previously announced acquisition of certain midstream assets pursuant to the terms and conditions of a Contribution Agreement (the “Contribution Agreement”) dated December 15, 2011 among Western Gas Resources, Inc. (“WGR”), WGR Holdings, LLC (“WGR Holdings”), WGR Asset Holding Company LLC (“WGRAH”), Western Gas Holdings, LLC (the “General Partner”), WES GP, Inc. (“WES GP” and together with WGR, WGR Holdings, WGRAH and the General Partner, the “Contributing Parties”), Western Gas Operating, LLC (“Western Gas Operating”) and WGR Operating, LP (the “Operating Partnership and together with Western Gas Operating, the General Partner and the Partnership, the “Recipient Parties”). All of the parties are subsidiaries or affiliates of Anadarko Petroleum Corporation (“Anadarko”). The consideration paid by the Partnership for the Acquisition (defined below) consisted of $458.6 million in cash, 632,783 common units of the Partnership (the “Common Units”) and 12,914 general partner units of the Partnership (the “General Partner Units”) issued to the General Partner. The Partnership funded the cash consideration through (i) $299 million in borrowings under its revolving credit facility and (ii) $159.6 million of cash on hand.

Pursuant to the terms of the Contribution Agreement, the Partnership agreed to acquire a 100% interest in Mountain Gas Resources LLC, which owns (i) the Red Desert Complex, located in the greater Green River Basin in southwestern Wyoming, which includes the Patrick Draw processing plant with a capacity of 125 MMcf/d, the Red Desert processing plant with a capacity of 48 MMcf/d, 1,295 miles of gathering lines, and related facilities, (ii) a 22% interest in Rendezvous Gas Services, L.L.C., which owns a 338-mile mainline gathering system serving the Jonah and Pinedale Anticline fields in southwestern Wyoming, and (iii) certain additional midstream assets and equipment (collectively, the “Acquisition”).

To mitigate commodity price exposure associated with certain processing arrangements acquired in the Acquisition, the Partnership and Anadarko have entered into five year, fixed-price commodity swap agreements through the end of December 2016. Below is a summary of the fixed prices on the Partnership’s commodity price swap agreements put in place upon the consummation of the Acquisition.

Year Ended December 31,
	2012		2013		2014		2015		2016
				(per barrel)
Ethane	$	26.87	$	25.34	$	24.10	$	23.41	$	23.11
Propane	$	57.97	$	55.59	$	53.78	$	52.99	$	52.90
Iso butane	$	80.98	$	77.66	$	75.13	$	74.02	$	73.89
Normal butane	$	71.15	$	68.24	$	66.01	$	65.04	$	64.93
Natural gasoline	$	89.51	$	85.84	$	83.04	$	81.82	$	81.68
Condensate	$	89.51	$	85.84	$	83.04	$	81.82	$	81.68
				(per MMbtu)
Natural gas	$	3.62	$	4.17	$	4.45	$	4.66	$	4.87

Pursuant to the Contribution Agreement, Anadarko has agreed to indemnify the Recipient Parties and their respective affiliates (other than any of the entities controlled by Anadarko), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with the Recipient Parties, the “Partnership Indemnified Parties”) against certain losses resulting from any breach of Anadarko’s and the Contributing Parties’ representations, warranties, covenants or agreements, and for certain other matters. The Partnership has agreed to indemnify Anadarko and the Contributing Parties, their respective affiliates (other than the Partnership Indemnified Parties) and their respective security holders, officers, directors and employees against certain losses resulting from any breach of the Recipient Parties’ representations, warranties, covenants or agreements.

Relationships

The terms of the Acquisition were unanimously approved by the Board of Directors of the Partnership’s General Partner and by the Board’s special committee. The special committee, a committee comprised of the independent members of the General Partner’s Board of Directors, retained independent legal and financial advisors to assist it in evaluating and negotiating the Acquisition. In approving the Acquisition, the special committee based its decision in part on an opinion from the independent financial advisor that the consideration to be paid by the Partnership was fair, from a financial point of view, to the Partnership.

After giving effect to the issuance of securities to Anadarko in connection with the Acquisition, Anadarko indirectly owns 1,852,527 General Partner Units, representing a 2.0% general partner interest in the Partnership, and 40,422,004 Common Units, representing an aggregate 44.5% limited partner interest in the Partnership, based on the number of common units outstanding as of January 13, 2012. The General Partner also owns all of the incentive distribution rights in the Partnership, which entitle the General Partner to specified increasing percentages of cash distributions as the Partnership’s per-unit cash distributions increase.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above with respect to the borrowings under the revolving credit facility is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

As part of the consideration for the Acquisition described in Item 2.01, the Partnership issued the Common Units on January 13, 2012 to WGR Holdings. In addition, the Partnership issued the General Partner Units on January 13, 2012 to the General Partner in order to allow the General Partner to maintain its 2.0% general partner interest in the Partnership pursuant to our partnership agreement. The Common Units and the General Partner Units were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 13, 2012 and in connection with the consummation of the transactions contemplated by the Contribution Agreement, the Partnership entered into Amendment No. 7 to the First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Amendment”), to be effective January 13, 2012. The Amendment permits the Partnership to make a special one-time cash distribution to WGR Holdings (without a corresponding distribution to the General Partner or the limited partners of the Partnership) in an amount equal to the cash consideration.

The foregoing description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.

Item 7.01 Regulation FD Disclosure.

On January 16, 2012, Western Gas Partners made an announcement regarding the closing of the Acquisition. A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The Partnership will file the financial statements required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The Partnership will file the financial statements required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed.

(d) Exhibits

3.1	Amendment No. 7 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated January 13, 2012.
99.1	Press Release of Western Gas Partners, LP issued January 16, 2012.

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 thereunto duly authorized.

	WESTERN GAS PARTNERS, LP
	By:	Western Gas Holdings, LLC,
		its general partner
Dated: January 17, 2012	By:	/s/ Amanda M. McMillian
		Amanda M. McMillian
		Vice President, General Counsel and
		Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit Title
3.1	Amendment No. 7 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated January 13, 2012.
99.1	Press Release of Western Gas Partners, LP issued January 16, 2012.

EX-3.1

Exhibit 3.1

AMENDMENT NO. 7 TO FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN GAS PARTNERS, LP

This Amendment No. 7 to First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP (this “Amendment”) is made as of the 13^th day of January, 2012, by Western Gas Holdings, LLC, a Delaware limited liability company (the “General Partner”) in accordance with Article XIII of the Partnership Agreement (as such capitalized terms are defined below).

R E C I T A L S

A. The General Partner is the sole general partner of Western Gas Partners, LP, a Delaware limited partnership (the “Partnership”) that is governed by the First Amended and Restated Agreement of Limited Partnership dated as of May 14, 2008 (as previously amended by Amendments No. 1, 2, 3, 4, 5 and 6 thereto, the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

B. The Partnership has entered into a Contribution Agreement dated as of December 15, 2011 (the “MGR Contribution Agreement”) by and among Western Gas Resources, Inc., WGR Holdings, LLC (“Holdings”), WGR Asset Holding Company LLC, the General Partner, WES GP, Inc., the Partnership, Western Gas Operating, LLC and WGR Operating, LP, pursuant to which the Partnership will acquire certain midstream assets.

C. Pursuant to the transactions contemplated by the MGR Contribution Agreement and in consideration (in part) for such midstream assets, the Partnership will make a special cash distribution (the “Special Distribution”) in the amount of $458,586,850 to Holdings, without a corresponding distribution to the General Partner or the Limited Partners of the Partnership.

D. To effect the Special Distribution as contemplated by the MGR Contribution Agreement, it is necessary to amend the Partnership Agreement as provided herein.

E. The General Partner has determined that this Amendment will not adversely affect the Limited Partners in any material respect.

F. Acting pursuant to the power and authority granted to it under Section 13.1(d) of the Partnership Agreement, the General Partner has determined that this Amendment does not require the approval of any Partner.

AGREEMENT

NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:

1. Section 6.10. A new Section 6.10 is hereby added to the Partnership Agreement, to follow Section 6.9 and to read in full as follows:

“6.10 Special Distributions. Notwithstanding anything to the contrary set forth in this Agreement:

(i) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of certain System Assets (as defined in the 2008 Contribution Agreement) and the Western Gas Wyoming Interest (as defined in the 2008 Contribution Agreement) owned by Asset HoldCo, as contemplated by the Contribution Agreement dated November 11, 2008 (the “2008 Contribution Agreement”), among Western Gas Resources, Inc., a Delaware corporation (“WGR”), Holdings, Asset HoldCo, the General Partner, OLP GP, Operating Partnership, and the Partnership, the Partnership shall distribute $175,000,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the 2008 Contribution Agreement;

(ii) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of certain System Assets (as defined in the 2009 Contribution Agreement) and the Chipeta Interest (as defined in the 2009 Contribution Agreement) owned by Anadarko Uintah Midstream, LLC, a Delaware limited liability company (“AUM”), as contemplated by the Contribution Agreement dated July 10, 2009 (the “2009 Contribution Agreement”), among AUM, WGR, Asset HoldCo, Holdings, WES GP, Inc., a Delaware corporation, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $101,450,500 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the 2009 Contribution Agreement;

(iii) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the System Assets (as defined in the Granger Contribution Agreement) owned by Mountain Gas Resources LLC, a Delaware limited liability company (“MGR”), as contemplated by the Contribution Agreement dated January 29, 2010 (the “Granger Contribution Agreement”), among MGR, WGR, Asset HoldCo, Holdings, WES GP, Inc., a Delaware corporation, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $241,680,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the Granger Contribution Agreement;

(iv) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the KMGG Interest (as defined in the Wattenberg Contribution Agreement), as contemplated by the Contribution Agreement dated August 2, 2010 (the “Wattenberg Contribution Agreement”), among WGR, Asset HoldCo, Holdings, WES GP, Inc., a Delaware corporation, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $473,100,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the Wattenberg Contribution Agreement;

(v) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the System Assets (as defined in the Bison Contribution Agreement), as contemplated by the Contribution Agreement

dated July 1, 2011 (the “Bison Contribution Agreement”), among WGR, Asset HoldCo, Holdings, WES GP, Inc., a Delaware corporation, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $25,000,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the Bison Contribution Agreement; and

(vi) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the MGR Interest (as defined in the MGR Contribution Agreement), as contemplated by the Contribution Agreement dated December 15, 2011 (the “MGR Contribution Agreement”), among WGR, Asset HoldCo, Holdings, WES GP, Inc., a Delaware corporation, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $458,586,850 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the MGR Contribution Agreement.

Notwithstanding anything to the contrary set forth in this Agreement (including Section 6.1(d)(iii)(A)), neither Holdings nor the General Partner shall receive an allocation of income (including gross income) or gain as a result of the distributions provided for in the preceding sentence.”

2. Ratification. Except as expressly amended hereby, the Partnership Agreement is hereby ratified and confirmed, and shall continue in full force and effect.

3. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware.

[Signature page follows]

IN WITNESS WHEREOF, the General Partner has executed and delivered this Amendment in accordance with Section 13.1 of the Partnership Agreement, and as of the date first above written.

WESTERN GAS HOLDINGS, LLC, as General Partner
By:	/s/ Donald R. Sinclair
Name:	Donald R. Sinclair
Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

WESTERN GAS PARTNERS COMPLETES ACQUISITION

OF MIDSTREAM ASSETS FROM ANADARKO

HOUSTON, January 16, 2012 – Western Gas Partners, LP (NYSE:WES) today announced it has completed the acquisition of certain midstream assets from Anadarko Petroleum Corporation (NYSE:APC) for total consideration of approximately $483 million. Under the terms of the acquisition agreement, Western Gas acquired Anadarko’s 100-percent ownership interest in Mountain Gas Resources LLC, which owns the Red Desert Complex, a 22% interest in Rendezvous Gas Services, L.L.C., and related facilities. To manage the commodity-price risk associated with these assets, the Partnership and Anadarko entered into five-year, fixed-price commodity swap agreements. Consistent with the swap arrangements put in place with previous transactions, the agreements cover all non-fee-based system volumes.

The acquisition has an effective date of January 1, 2012 and was financed through approximately (i) $160 million of cash on hand, (ii) a $300 million draw on the Partnership’s revolving credit facility, and (iii) the issuance of 632,783 common units to Anadarko and 12,914 general partner units to Western Gas Holdings, LLC, the Partnership’s general partner.

Western Gas Partners, LP is a growth-oriented Delaware limited partnership formed by Anadarko Petroleum Corporation to own, operate, acquire and develop midstream energy assets. With midstream assets in East and West Texas, the Rocky Mountains and the Mid-Continent, the Partnership is engaged in the business of gathering, compressing, processing, treating and transporting natural gas for Anadarko and other producers and customers. For more information about Western Gas Partners, please visit www.westerngas.com.

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WESTERN GAS PARTNERS, LP CONTACT

Benjamin M. Fink, CFA

SVP, Chief Financial Officer and Treasurer

Benjamin.fink@westerngas.com

832.636.6010