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): August 2, 2013
WESTERN GAS PARTNERS, LP
(Exact name of Registrant as specified in its charter)
Delaware | 001-34046 | 26-1075808 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive offices, including 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 8.01 | Other Events. |
Western Gas Partners, LP, a Delaware limited partnership (the Partnership), is filing this Current Report on Form 8-K to provide the legal opinion of Vinson & Elkins L.L.P. relating to tax matters, a copy of which is filed as Exhibit 8.1 hereto, in connection with the Partnerships prospectus supplement filed with the Securities and Exchange Commission on August 2, 2013. Such prospectus supplement amends the Partnerships prospectus supplement dated December 28, 2012 and related base prospectus dated September 19, 2012 to update, amend and supplement the section entitled Certain U.S. Federal Income Tax Considerations in the prospectus supplement.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
8.1* | Opinion of Vinson & Elkins L.L.P. relating to tax matters. | |
23.1* | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto). |
* | Filed herewith. |
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.
Date: August 2, 2013
WESTERN GAS PARTNERS, LP | ||
By: | Western Gas Holdings, LLC, | |
its general partner | ||
By: | /s/ Philip H. Peacock | |
Philip H. Peacock | ||
Vice President, General Counsel and | ||
Corporate Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
8.1* | Opinion of Vinson & Elkins L.L.P. relating to tax matters. | |
23.1* | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto). |
* | Filed herewith. |
Exhibit 8.1
August 2, 2013
Western Gas Partners, LP
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
Re: Western Gas Partners, LP Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Western Gas Partners, LP (the Partnership), a Delaware limited partnership, with respect to certain legal matters in connection with the offer and sale by the Partnership of common units representing limited partner interests in the Partnership. We have also participated in the preparation of a Prospectus Supplement dated August 2, 2013 (the Prospectus Supplement) and reviewed the Prospectus dated September 19, 2012 (the Prospectus), forming part of the Registration Statement on Form S-3 (the Registration Statement).
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters through a certificate of an officer of the Partnership (the Officers Certificate). In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth in the Registration Statement and any public filings with the Securities and Exchange Commission that are incorporated by reference.
In our capacity as counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officers Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.
We hereby adopt as our own conclusions and affirm that all statements of legal conclusions contained in the discussion in the Prospectus under the caption Income Tax Considerations, as updated by the discussion in the Prospectus Supplement under the caption Certain U.S. Federal Income Tax Considerations, represent the opinion of Vinson & Elkins L.L.P. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively.
Vinson & Elkins LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Riyadh Shanghai Tokyo Washington |
First City Tower, 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com |
Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement and the Officers Certificate, may affect the conclusions stated herein.
No opinion is expressed as to any matter not discussed in the Prospectus under the caption Income Tax Considerations or in the Prospectus Supplement under the caption Certain U.S. Federal Income Tax Considerations. We are opining herein only as to the federal income tax matters described above, and we express no opinion with respect to the applicability to, or the effect on, any transaction of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.
This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion may not be relied upon by you for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent. However, this opinion may be relied upon by you and by persons entitled to rely on it pursuant to applicable provisions of federal securities law, including persons purchasing common units pursuant to the Registration Statement.
We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus and the Prospectus Supplement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours, |
/s/ VINSON & ELKINS L.L.P. |
Vinson & Elkins L.L.P. |