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