0000899243-19-005978.txt : 20190304
0000899243-19-005978.hdr.sgml : 20190304
20190304205423
ACCESSION NUMBER: 0000899243-19-005978
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190228
FILED AS OF DATE: 20190304
DATE AS OF CHANGE: 20190304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ANADARKO PETROLEUM CORP
CENTRAL INDEX KEY: 0000773910
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34046
FILM NUMBER: 19656341
BUSINESS ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380-1046
BUSINESS PHONE: 832-636-1000
MAIL ADDRESS:
STREET 1: 1201 LAKE ROBBINS DR.
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC
CENTRAL INDEX KEY: 0000856716
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34046
FILM NUMBER: 19656342
BUSINESS ADDRESS:
STREET 1: 1099 18TH STREET, SUITE 1200
CITY: DENVER
STATE: CO
ZIP: 80202-1955
BUSINESS PHONE: 303 452 5603
MAIL ADDRESS:
STREET 1: 1099 18TH STREET, SUITE 1200
CITY: DENVER
STATE: CO
ZIP: 80202-1955
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Western Midstream Partners, LP
CENTRAL INDEX KEY: 0001423902
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34046
FILM NUMBER: 19656343
BUSINESS ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380-7046
BUSINESS PHONE: 832-636-1000
MAIL ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380-7046
FORMER NAME:
FORMER CONFORMED NAME: Western Gas Equity Partners, LP
DATE OF NAME CHANGE: 20121023
FORMER NAME:
FORMER CONFORMED NAME: WGR Holdings LLC
DATE OF NAME CHANGE: 20080115
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Western Gas Equity Holdings, LLC
CENTRAL INDEX KEY: 0001563544
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34046
FILM NUMBER: 19656344
BUSINESS ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: (832) 636-6000
MAIL ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kerr-McGee Worldwide Corp
CENTRAL INDEX KEY: 0001699285
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34046
FILM NUMBER: 19656345
BUSINESS ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 832-636-1000
MAIL ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: APC Midstream Holdings, LLC
CENTRAL INDEX KEY: 0001601306
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34046
FILM NUMBER: 19656346
BUSINESS ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 832-636-1000
MAIL ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Western Midstream Operating, LP
CENTRAL INDEX KEY: 0001414475
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 261075808
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 832-636-1000
MAIL ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
FORMER COMPANY:
FORMER CONFORMED NAME: Western Gas Partners LP
DATE OF NAME CHANGE: 20071011
FORMER COMPANY:
FORMER CONFORMED NAME: Western Gas Partners
DATE OF NAME CHANGE: 20071009
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-02-28
1
0001414475
Western Midstream Operating, LP
NONE
0000773910
ANADARKO PETROLEUM CORP
1201 LAKE ROBBINS DRIVE
THE WOODLANDS
TX
77380
0
0
1
0
0000856716
WESTERN GAS RESOURCES INC
1201 LAKE ROBBINS DR.
THE WOODLANDS
TX
77380
0
0
1
0
0001423902
Western Midstream Partners, LP
1201 LAKE ROBBINS DR.
THE WOODLANDS
TX
77380
0
0
1
0
0001563544
Western Gas Equity Holdings, LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS
TX
77380
0
0
1
0
0001699285
Kerr-McGee Worldwide Corp
1201 LAKEROBBINSDR.
THE WOODLANDS
TX
77380
0
0
1
0
0001601306
APC Midstream Holdings, LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS
TX
77380
0
0
1
0
Common Units representing limited partner interests
2019-02-28
4
A
0
14681388
A
66824814
I
See footnotes
Common Units representing limited partner interests
2019-02-28
4
A
0
45760201
A
112585015
I
See footnotes
Common Units representing limited partner interests
2019-02-28
4
A
0
105624704
A
218209719
I
See footnotes
Common Units representing limited partner interests
2019-02-28
4
D
0
218209719
D
0
I
See footnotes
Class C units representing limited partner interests
2019-02-28
4
D
0
14681388
D
Common units representing limited partner interests
14681388
0
I
See footnotes
On February 27, 2019, (i) Western Gas Equity Partners, LP ("WGP") owned 50,132,046 common units of Western Gas Partners, LP ("WES") and 100% of the membership interests in WES's general partner, Western Gas Holdings, LLC ("WES GP"), and APC Midstream Holdings, LLC ("AMH") owned 1,562,251 WES common units and 14,681,388 Class C units, (ii) Western Gas Resources, Inc. ("WGR") owned (A) all of the membership interests of WGP GP, the general partner of WGP, (B) 77.8% of the issued and outstanding limited partner interests in WGP, and (Z) 100% of the membership interests in AMH, (iii) WGP GP owns a 0% noneconomic general partner interest in WGP, and (iv) Anadarko Petroleum Corporation ("Anadarko") owned all of the issued and outstanding shares of common stock of WGR.
(Continued from Footnote 1) Accordingly, WGP GP, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGP, and WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMH. Also prior to the Effective Time, (i) Kerr-McGee Worldwide Corporation ("KWC") owned 449,129 WES common units, (ii) Kerr-McGee Corporation ("KMG") owned 100% of KWC, and (iii) Anadarko owned 100% of KMG. Accordingly, KMG and Anadarko may be deemed to be indirect beneficial owners of any securities held by KWC.
On February 28, 2019 (the "Effective Time"), WES and the other parties thereto consummated the transactions contemplated by the Contribution Agreement and Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 7, 2018, by and among WES, WES GP, WGP, WGP GP, Anadarko, Anadarko E&P Onshore LLC, Clarity Merger Sub, LLC and certain other affiliates of Anadarko and WES. Immediately prior to the Effective Time and as contemplated by the Merger Agreement, (i) affiliates of Anadarko contributed certain midstream assets to subsidiaries of WES in exchange for cash and 45,760,201 WES common units (the "Contribution"); (ii) all outstanding Class C Units were converted into WES common units on a one-for-one basis (the "Class C Unit Conversion"); and (iv) the incentive distribution rights ("IDRs") and 2,583,068 general partner units of WES held by WES GP were converted into 105,624,704 WES common units and a non-economic general partner interest in WES (the "IDR Conversion").
Upon the Effective Time and as contemplated by the Merger Agreement, (i) 39,384,917 of the 45,760,201 WES common units received as part of the Contribution were converted into WGP common units at a ratio of 1.406 WGP common units for every on WES Common Unit, (ii) all 14,681,388 WES common units issued as part of the Class C Conversion, as well as all other WES common units held by AMH and KWC, were converted into WGP common units at a ratio of 1.525 WGP common units for every WES common unit, (iii) WES common units held by WGP, including the units issued in the IDR Conversion and the remaining units issued as part of the Contribution, continued outstanding as privately held limited partner interests in WES.
(Continued from Footnote 4) Also following the Effective Time, (i) WES common units, which traded on the New York Stock Exchange ("NYSE") under the symbol "WES" through February 27, 2019, were delisted from the NYSE and ceased trading and (ii) WGP common units, which previously traded on the NYSE under the symbol "WGP" through February 27, 2019, began trading under the symbol "WES" on the NYSE beginning on February 28, 2019.
/s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation
2019-03-04
/s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc.
2019-03-04
s/ Philip H. Peacock, Senior Vice President, General Counsel and Corporate Secretary of the general Partner of Western Gas Equity Partners, LP
2019-03-04
/s/ Philip H. Peacock, Senior Vice President, General Counsel and Corporate Secretary Western Gas Equity Holdings, LLC
2019-03-04
/s/ Philip H. Peacock, Authorized Signatory for Kerr-McGee Worldwide Corporation
2019-03-04
/s/ Philip H. Peacock, Authorized Signatory for APC Midstream Holdings, LLC
2019-03-04