0001209191-12-039843.txt : 20120801 0001209191-12-039843.hdr.sgml : 20120801 20120801163502 ACCESSION NUMBER: 0001209191-12-039843 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120801 FILED AS OF DATE: 20120801 DATE AS OF CHANGE: 20120801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Gas Partners 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 DATE OF NAME CHANGE: 20071009 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: 121000498 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-1046 BUSINESS PHONE: 832-636-3276 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: 121000497 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: WGR Holdings LLC CENTRAL INDEX KEY: 0001423902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 121000496 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 4 1 c29471_4x0.xml MAIN DOCUMENT DESCRIPTION X0306 4 2012-08-01 0001414475 Western Gas Partners LP WES 0000773910 ANADARKO PETROLEUM CORP 1201 LAKE ROBBINS DR. 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 WGR Holdings LLC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 Common Units representing limited partner interests 2012-08-01 4 P 0 151235 A 40573239 I See footnotes On August 1, 2012, in connection with the closing of the transactions contemplated by the Contribution Agreement (the "Contribution Agreement"), dated July 19, 2012, among Anadarko Uintah Midstream LLC, Western Gas Resources, Inc. ("WGR"), WGR Asset Holding Company LLC, WGR Holdings, LLC ("WGR Holdings"), Western Gas Holdings, LLC (the "General Partner"), WES GP, Inc., Western Gas Partners, LP (the "Partnership"), Western Gas Operating, LLC and WGR Operating, LP, the Partnership acquired a 24% interest in Chipeta Processing LLC for aggregate consideration of approximately $135 million. The consideration consisted of $128,250,000 in cash, 151,235 common units of the Partnership issued to WGR Holdings and 3,086 general partner units of the Partnership issued to the General Partner. As of August 1, 2012, (i) WGR Holdings owns 99% of the membership interests in the General Partner, (ii) WGR owns all of the membership interests of WGR Holdings and (iii) Anadarko Petroleum Corporation ("Anadarko") owns all of the issued and outstanding shares of common stock of WGR. Accordingly, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGR Holdings. /s/ Amanda M. McMillian, Deputy General Counsel and Corporate Secretary of Anadarko Petroleum Corporation 2012-08-01 /s/ Amanda M. McMillian, Vice President and Corporate Secretary of Western Gas Resources, Inc. 2012-08-01 /s/ Amanda M. McMillian, Vice President and Secretary of WGR Holdings, LLC 2012-08-01