WES · Western Midstream Partners
136 filings
WES 8-K Current Reports
Western Midstream Partners - 136 current reports
WES filed 12 annual reports (10-K), 36 quarterly reports (10-Q) and 108 current reports (8-K) between 2016 and 2026.
- 8-K · Jan 28, 2016
- 10-Q/A · Feb 3, 2016
- 10-Q/A · Feb 3, 2016
- 10-Q/A · Feb 3, 2016
- 8-K · Feb 24, 2016
- 10-K · Feb 25, 2016
- 8-K · Mar 1, 2016
- 8-K · Mar 16, 2016
- 8-K · Mar 28, 2016
- 8-K · May 3, 2016
- 10-Q · May 4, 2016
- 8-K/A · May 26, 2016
- 8-K · Jun 10, 2016
- 8-K · Jun 16, 2016
- 8-K · Jul 26, 2016
- 10-Q · Jul 27, 2016
- 8-K · Nov 1, 2016
- 10-Q · Nov 2, 2016
- 8-K · Dec 2, 2016
- 8-K · Dec 16, 2016
- 8-K · Feb 9, 2017
- 8-K · Feb 16, 2017
- 8-K · Feb 22, 2017
- 10-K · Feb 23, 2017
- 8-K · Mar 23, 2017
- 8-K · Mar 31, 2017
- 8-K · May 2, 2017
- 10-Q · May 3, 2017
- 8-K · May 23, 2017
- 8-K · Jul 25, 2017
- 10-Q · Jul 26, 2017
- 8-K · Oct 31, 2017
- 10-Q · Nov 1, 2017
- 8-K · Nov 9, 2017
- 8-K · Dec 5, 2017
- 8-K · Dec 20, 2017
- 8-K · Feb 15, 2018
- 10-K · Feb 16, 2018
- 8-K · Apr 6, 2018
- 8-K · May 1, 2018
- 10-Q · May 2, 2018
- 8-K · May 11, 2018
- 8-K · Jul 31, 2018
- 10-Q · Aug 1, 2018
- 8-K · Oct 9, 2018
- 8-K · Oct 30, 2018
- 10-Q · Oct 31, 2018
- 8-K · Nov 9, 2018
- 8-K · Nov 19, 2018
- 8-K · Dec 17, 2018
- 8-K · Dec 20, 2018
- 8-K · Jan 28, 2019
- 8-K · Feb 14, 2019
- 8-K · Feb 14, 2019
- 8-K · Feb 15, 2019
- 10-K · Feb 20, 2019
- 8-K · Mar 1, 2019
- 8-K · Mar 26, 2019
- 8-K · Apr 17, 2019
- 8-K · Apr 30, 2019
- 10-Q · May 1, 2019
- 8-K · May 14, 2019
- 8-K · May 17, 2019
- 8-K · Jul 3, 2019
- 8-K · Jul 30, 2019
- 10-Q · Jul 31, 2019
- 8-K · Aug 9, 2019
- 8-K · Sep 17, 2019
- 8-K · Oct 23, 2019
- 8-K · Nov 4, 2019
- 10-Q · Nov 4, 2019
- 8-K · Jan 6, 2020
- 8-K · Jan 13, 2020
- 8-K · Feb 14, 2020
- 8-K · Feb 27, 2020
- 10-K · Feb 27, 2020
- 8-K · May 5, 2020
- 10-Q · May 5, 2020
- 10-Q · Aug 10, 2020
- 8-K · Aug 10, 2020
- 8-K · Sep 16, 2020
- 10-Q · Nov 9, 2020
- 8-K · Nov 9, 2020
- 8-K · Dec 15, 2020
- 8-K · Feb 23, 2021
- 10-K · Feb 26, 2021
- 8-K · Mar 22, 2021
- 8-K · Mar 25, 2021
- 8-K · May 10, 2021
- 10-Q · May 10, 2021
- 8-K · Aug 9, 2021
- 10-Q · Aug 9, 2021
- 8-K · Nov 9, 2021
- 10-Q · Nov 9, 2021
- 8-K · Dec 15, 2021
- 10-K · Feb 23, 2022
- 8-K · Feb 23, 2022
- 8-K · May 5, 2022
- 8-K · May 10, 2022
- 10-Q · May 10, 2022
- 8-K · Jun 21, 2022
- 8-K · Aug 3, 2022
- 10-Q · Aug 3, 2022
- 8-K · Aug 29, 2022
- 8-K · Oct 5, 2022
- 10-Q · Nov 2, 2022
- 8-K · Nov 2, 2022
- 10-K · Feb 22, 2023
- 8-K · Feb 22, 2023
- 10-K/A · Feb 23, 2023
- 8-K · Apr 5, 2023
- 8-K · Apr 10, 2023
- 10-Q · May 3, 2023
- 8-K · May 3, 2023
- 10-Q · Aug 8, 2023
- 8-K · Aug 8, 2023
- 8-K · Sep 12, 2023
- 8-K · Sep 29, 2023
- 8-K · Nov 1, 2023
- 10-Q · Nov 1, 2023
- 8-K · Nov 16, 2023
- 8-K · Feb 21, 2024
- 10-K · Feb 21, 2024
- 8-K · May 8, 2024
- 10-Q · May 8, 2024
- 8-K · May 16, 2024
- 8-K · Aug 7, 2024
- 10-Q · Aug 7, 2024
- 8-K · Aug 14, 2024
- 8-K · Aug 20, 2024
- 8-K · Nov 1, 2024
- 10-Q · Nov 6, 2024
- 8-K · Nov 6, 2024
- 8-K · Feb 18, 2025
- 8-K · Feb 26, 2025
- 10-K · Feb 26, 2025
- 8-K · Apr 9, 2025
- 10-Q · May 7, 2025
- 8-K · May 7, 2025
- 10-Q · Aug 6, 2025
- 8-K · Aug 6, 2025
- 8-K · Oct 15, 2025
- 8-K · Nov 4, 2025
- 10-Q · Nov 4, 2025
- 8-K · Dec 4, 2025
- 8-K · Jan 22, 2026
- 10-K · Feb 18, 2026
- 8-K · Feb 18, 2026
- 8-K · May 6, 2026
- 10-Q · May 6, 2026
- 8-K · Jun 12, 2026
- 8-K · Jun 25, 2026
- 10-Q · Aug 5, 2026
- 8-K · Aug 5, 2026
- 8-K · Nov 4, 2026
- 10-Q · Nov 4, 2026
Western Midstream Partners 8-K Report, Financial Results (Nov 4, 2026)
Western Midstream Partners, LP (WES) has reported its third-quarter 2026 financial and operational results, demonstrating robust performance with a notable 12% increase in Adjusted EBITDA compared to the prior year, reaching $708.3 million. Net income attributable to limited partners was $324.8 million, and Distributable Cash Flow stood at $512.3 million. The company is reaffirming its full-year 2026 guidance for Adjusted EBITDA, Distributable Cash Flow, and Free Cash Flow, projecting Adjusted EBITDA to be above the midpoint of its previously issued range. Operational highlights include record natural-gas throughput across the partnership and specifically in the Delaware Basin, largely driven by the recent acquisition of Brazos Delaware II, LLC. The company is also investing in growth projects like the Solitude Pipeline System, which is expected to slightly push total capital expenditures above the higher end of its guidance range for 2026. Despite increased capital spending, WES announced a consistent quarterly distribution of $0.930 per unit, maintaining its annualized distribution rate at $3.72 per unit.
Western Midstream Partners 8-K Report, Financial Results (Aug 5, 2026)
Western Midstream Partners, LP (NYSE: WES) reported second-quarter 2026 results on August 5, 2026, in a press release furnished as Exhibit 99.1. Net income attributable to limited partners was $394.9 million, or $0.99 per common unit (diluted). Adjusted EBITDA was a record $736.5 million, up 8 percent sequentially and 19 percent versus the prior-year period. Distributable Cash Flow was $537.2 million, cash flows from operating activities were $534.7 million, and Free Cash Flow was $263.6 million. Free Cash Flow after distributions was negative $111.0 million, attributed to organic growth capital expenditures. The company raised its 2026 guidance. Revised Adjusted EBITDA is $2.750 billion to $2.950 billion, Distributable Cash Flow is $2.050 billion to $2.250 billion, and Free Cash Flow is $1.100 billion to $1.300 billion, with midpoints up 10, 10, and 20 percent respectively from original guidance. Total 2026 capital expenditures are reaffirmed at $850.0 million to $1.0 billion, now expected toward the high end. Management cited the completed mid-June acquisition of Brazos Delaware II, LLC, higher commodity prices, and record produced-water throughput. The company reiterated full-year distributions of at least $3.70 per unit and a quarterly distribution of $0.930 payable August 14, 2026. Operationally, Delaware Basin natural-gas throughput reached a record 2,140 MMcf/d and produced-water throughput reached a record 2,993 MBbls/d, both up 5 percent sequentially. The company also executed new gathering and processing agreements in the Powder River Basin covering approximately 270,000 dedicated acres, with development expected to support 2027 throughput growth. The company issued $700 million of senior notes due 2036 to refinance borrowings tied to the Brazos Delaware acquisition.
Western Midstream Partners 8-K Report, Material Agreement (Jun 25, 2026)
On June 25, 2026, Western Midstream Operating, LP ("WES Operating"), a subsidiary of Western Midstream Partners, LP (NYSE: WES), completed a public offering of $700,000,000 aggregate principal amount of 5.700% Senior Notes due 2036. The offering was priced at 99.705% of face amount under an underwriting agreement dated June 22, 2026, with TD Securities (USA) LLC, Barclays Capital Inc., Citigroup Global Markets Inc., and MUFG Securities Americas Inc. as representatives of the underwriters. Interest accrues from June 25, 2026, is payable semi-annually on January 1 and July 1, and the first payment is due January 1, 2027. The notes mature July 1, 2036, unless redeemed earlier. The notes are senior unsecured obligations of the partnership, rank equally with WES Operating's existing and future senior indebtedness, and are senior to any subordinated debt. The indenture includes covenants limiting liens on principal properties, sale-and-leaseback transactions, and mergers or sales of substantially all assets. Initially the notes are not guaranteed by subsidiaries, but any subsidiary that becomes a borrower or guarantor under WES Operating's revolving credit facility will guarantee the notes for as long as it has such obligations. Standard events of default apply, and the trustee or holders of at least 25% of a series may accelerate the notes. WES Operating will use the net proceeds to repay borrowings under its revolving credit facility and commercial paper program, including borrowings used to fund the cash consideration for the acquisition of Brazos Delaware II, LLC, and for general partnership purposes, including capital expenditures. The offering was made under a Form S-3 shelf registration statement that became effective June 22, 2026.
Western Midstream Partners 8-K Report, Material Agreement (Jun 12, 2026)
Western Midstream Partners, LP (WES) closed its previously announced acquisition of Brazos Delaware II, LLC on June 11, 2026, under a Membership Interest Purchase Agreement dated May 6, 2026. The aggregate purchase price is approximately $1.6 billion, subject to customary purchase price adjustments, consisting of approximately $800 million in cash and 19,389,239 common units valued at approximately $800 million based on the 20-day volume-weighted-average common unit price at signing. The Partnership's press release states the acquisition expands its gathering and processing footprint in the Delaware Basin and that the transaction met objectives including accretion to per-unit metrics, protecting the balance sheet and investment grade credit ratings, and diversifying its customer base and ownership. In connection with the closing, the Partnership and the Seller entered into a Registration Rights and Lock-Up Agreement. The Partnership agreed to file a resale registration statement for the Common Units within 60 days of the Closing Date. The Seller has customary registration rights, including block-trade facilitation on a non-underwritten basis and piggyback rights in underwritten offerings subject to cutbacks. The Seller and its affiliate designees agreed, subject to customary exceptions, not to transfer the Common Units for six months after the Closing Date. The units were issued in reliance on the Section 4(a)(2) private placement exemption. The filing also furnishes a press release announcing the closing under Item 7.01, which is not deemed filed for Exchange Act Section 18 purposes. The purchase agreement is filed as Exhibit 2.1 with schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.
Western Midstream Partners 8-K Report, Financial Results (May 6, 2026)
Western Midstream Partners, LP (NYSE: WES) reported first-quarter 2026 results on May 6, 2026, with net income attributable to limited partners of $342.4 million ($0.85 per diluted common unit), record first-quarter Adjusted EBITDA of $683.1 million (up 15% versus the prior-year period, and up approximately 7% sequentially), Distributable Cash Flow of $508.9 million, cash flows from operating activities of $469.9 million, and Free Cash Flow of $242.3 million. Management attributed the results mainly to a full quarter contribution from the Aris acquisition, throughput growth across natural gas, crude oil and NGLs, and produced water, and lower operation and maintenance expense (down 7% versus the prior-year quarter excluding Aris). The Partnership declared a first-quarter distribution of $0.930 per unit ($3.72 annualized), payable May 15, 2026, and after distributions reported negative Free Cash Flow of $137.4 million for the quarter. WES also announced an agreement to acquire Brazos Delaware II, LLC for approximately $1.6 billion, consisting of about $800 million in cash and about $800 million in WES common units, with closing expected late in the second quarter of 2026. Management said the transaction is expected to contribute approximately $100 million of incremental Adjusted EBITDA in 2026 assuming a close by the end of the second quarter, and the filing states it is expected to be immediately accretive to estimated 2026 Distributable Cash Flow per unit and to keep pro forma net leverage around 3.0x throughout 2026. On guidance, WES expects to be toward the high end of its 2026 Adjusted EBITDA range ($2.50 billion to $2.70 billion) and Distributable Cash Flow range ($1.85 billion to $2.05 billion), excluding the Brazos transaction, but is not updating the ranges now and plans to reevaluate them with second-quarter results. Total 2026 capital expenditures are still expected to be $850.0 million to $1.00 billion.
Western Midstream Partners 8-K Report, Financial Results (Feb 18, 2026)
Western Midstream Partners, LP reported record fourth-quarter and full-year 2025 results, with Net income attributable to limited partners of $187.2 million for the fourth quarter and $1.154 billion for the full year. Adjusted EBITDA reached a record $635.6 million in the fourth quarter, including $29.5 million of unfavorable non-cash revenue adjustments tied to cost-of-service agreements at the DJ Basin oil and Springfield systems. Full-year Adjusted EBITDA was $2.481 billion, above the midpoint of the $2.350 billion to $2.550 billion guidance range, and full-year Free Cash Flow was $1.526 billion, above the high end of its $1.275 billion to $1.475 billion range. The company returned $1.431 billion to unitholders in 2025 while maintaining a net leverage ratio near 3.0 times. The 2025 results include the acquisition of Aris Water Solutions, Inc., which expanded produced-water throughput and its New Mexico footprint. For 2026, the Partnership guided to Adjusted EBITDA of $2.500 billion to $2.700 billion, total capital expenditures of $850.0 million to $1.000 billion, and Distributable Cash Flow of $1.850 billion to $2.050 billion, or $4.59 to $5.08 per unit. Management described a more challenging commodity price environment, with lower producer activity expected to moderate Delaware Basin growth and cause declines in several other basins. Capital expenditure guidance is significantly below the previously expected at least $1.1 billion. Management also plans to recommend a quarterly distribution increase of $0.02 to $0.93 per unit, starting in the first quarter of 2026, which represents a 2.2-percent increase. Subsequent to year-end, the Partnership renegotiated natural-gas gathering and processing contracts in the Delaware Basin with Occidental and ConocoPhillips, replacing the legacy cost-of-service structure with a simplified fixed-fee structure in exchange for $610 million in WES units owned by Occidental. The filing also notes approximately $2.0 billion of liquidity and an investment-grade balance sheet.
Western Midstream Partners 8-K Report, Material Agreement (Jan 22, 2026)
Western Midstream Partners, LP (WES) disclosed on January 16, 2026 that its subsidiary Delaware Basin Midstream LLC amended its Delaware Basin gas gathering agreement with a subsidiary of Occidental Petroleum. The amendment replaces the cost-of-service gathering fee structure with a fixed-fee structure, adds a minimum volume commitment through the end of 2027, and modifies the process for certain dedication-related acreage transfers and releases. Related transactions include a new gathering and processing agreement with a ConocoPhillips subsidiary and a Unit Redemption Agreement under which WES will redeem approximately 15.3 million common units from Occidental on February 3, 2026. The filing states that Occidental's ownership of WES will fall from approximately 42% to approximately 40%, and that the units were valued at approximately $610 million. The Occidental contract liability of approximately $560 million, plus the value of the transferred units, will be recognized as revenue averaging approximately $165 million a year through 2032. WES expects the conversion to fixed fees not to reduce Adjusted EBITDA through 2027, and expects the cumulative reduction in operating cash flow to be largely offset by distribution savings. WES also still expects to maintain net leverage at or near 3.0x Adjusted EBITDA in 2026, despite the Aris Water Solutions acquisition and an anticipated 2026 growth capital program of approximately $1.1 billion. The Special Committee of independent directors reviewed and approved the transactions, and the full Board approved them on the committee's recommendation. The filing states that the new Occidental terms take effect January 1, 2026, and the new ConocoPhillips terms take effect February 1, 2026.
Western Midstream Partners 8-K Report, Material Agreement (Dec 4, 2025)
On December 4, 2025, Western Midstream Operating, LP, a subsidiary of Western Midstream Partners, LP (NYSE: WES), completed a public offering of $600,000,000 aggregate principal amount of 4.800% Senior Notes due 2031 and $600,000,000 aggregate principal amount of 5.500% Senior Notes due 2035, for total senior notes issuance of $1.2 billion. The 2031 Notes were priced at 99.993% of face amount and the 2035 Notes at 99.405% of face amount. The notes mature March 1, 2031 and December 15, 2035, respectively, and rank equally in right of payment with WES Operating's existing and future senior indebtedness. The Indenture contains covenants limiting the ability of WES Operating and certain subsidiaries to create liens on principal properties, engage in sale and leaseback transactions, merge or consolidate, or sell substantially all assets. The notes are initially not guaranteed by any subsidiaries, though subsidiaries that become borrowers or guarantors under WES Operating's revolving credit facility will be required to guarantee the notes. Standard events of default apply, and the holders of at least 25% of a series may accelerate that series upon a default. Net proceeds will be used to repay WES Operating's 4.650% Senior Notes due 2026 at maturity, to repay commercial paper borrowings (including amounts incurred to fund the cash consideration for the acquisition of Aris Water Solutions, Inc.), and for general partnership purposes, including capital expenditures. The offering was made under a Form S-3 shelf registration statement that became effective March 30, 2023.
Western Midstream Partners 8-K Report, Financial Results (Nov 4, 2025)
Western Midstream Partners, LP (NYSE: WES) reported record third-quarter 2025 results, with net income attributable to limited partners of $331.7 million, or $0.87 per common unit (diluted), and record third-quarter Adjusted EBITDA of $633.8 million, as stated in the press release furnished as Exhibit 99.1. Third-quarter cash flows provided by operating activities were $570.2 million, producing Free Cash Flow of $397.4 million. The Partnership declared a third-quarter distribution of $0.910 per unit, consistent with the prior quarter, or $3.64 per unit annualized, payable November 14, 2025. Free Cash Flow after distributions totaled $42.2 million for the quarter. The company closed its acquisition of Aris Water Solutions, Inc. ("Aris") on October 15, 2025, which the company says establishes WES as one of the largest three-stream midstream providers in the Delaware Basin. In connection with the closing, WES issued approximately 26.6 million common units, paid $415.0 million in cash before transaction costs, and assumed approximately $500.0 million of debt. Management cited a targeted $40.0 million in cost synergies and said the company is on track to be towards the high end of its 2025 Adjusted EBITDA guidance range of $2,350 million to $2,550 million. Management also anticipates capital expenditures towards the high end of the $625 million to $775 million range, and Free Cash Flow above the high end of the $1,275 million to $1,475 million range. Operationally, the company reported record third-quarter natural-gas throughput of 5.5 Bcf/d, a 2-percent sequential increase, and system operability of 99.6 percent. Crude-oil and NGLs throughput declined 4 percent sequentially to 510 MBbls/d, and produced-water throughput was flat at 1,217 MBbls/d. Subsequent to quarter end, WES executed an agreement for incremental disposal capacity supporting the Pathfinder pipeline project in the Delaware Basin.
Western Midstream Partners 8-K Report, Acquisition Completed (Oct 15, 2025)
On October 15, 2025, Western Midstream Partners, LP (WES) completed its previously announced acquisition of Aris Water Solutions, Inc. (Aris) under the Agreement and Plan of Merger dated August 6, 2025. Under the merger structure, Aris OpCo became a direct, partially-owned subsidiary of both Aris and WES, and Aris became an indirect wholly owned subsidiary of WES. The Mergers are described in the filing as a significant asset acquisition under Item 2.01 but not a significant business acquisition requiring separate financial statements. Aris securityholders could elect, per share or unit, to receive 0.625 WES Common Units, $25.00 in cash, or a mix of 0.450 Common Units and $7.00 in cash. Final elections were 14,385,652 shares/units for the Common Unit Election, 33,801,151 for the Cash Election, and 11,017,951 for the Mixed Election. Because cash was capped at $415.0 million, cash-electing holders were prorated and, per the press release, will receive approximately $10.00 in cash and 0.375 Common Units each. In aggregate, the filing states approximately 26.6 million Common Units were issued, and holders will receive about 28% of consideration in cash and about 72% in Common Units. The filing also covers treatment of Aris equity awards: continuing employees' RSUs and PSUs were assumed and converted into phantom Common Unit awards, while non-continuing employees and non-employee directors received cash payouts. Separately, Aris OpCo's 7.250% Senior Notes due 2030 remain outstanding and will be assumed by Western Midstream Operating, LP, and the WES OpCo partnership agreement will be amended and restated to provide for the issuance of preferred units of WES OpCo.
Western Midstream Partners 8-K Report, Material Agreement (Aug 6, 2025)
On August 6, 2025, Western Midstream Partners, LP (WES) entered into a Merger Agreement to acquire Aris Water Solutions, Inc. (ARIS) in an equity-and-cash transaction valued at approximately $1.5 billion, with an enterprise value of approximately $2.0 billion before transaction costs. Aris Class A and Class B stockholders and Aris OpCo unitholders may elect to receive 0.625 WES common units, $25.00 in cash, or a combination of 0.450 common units and $7.00 in cash per share, with cash consideration prorated so total cash does not exceed $415 million. At maximum cash consideration, Aris shareholders are expected to own about 7% of WES's outstanding common units, with roughly 72% of merger consideration paid in units and 28% in cash. Support agreements cover stockholders representing approximately 42% of Aris's outstanding common stock. Closing requires Aris stockholder approval, HSR clearance, an effective Form S-4, and NYSE listing authorization, and is expected in the fourth quarter of 2025. Either party may terminate after six months (extendable by 90 days in certain cases), and Aris would owe a $57,000,000 breakup fee in specified circumstances. The filing also discloses a Tax Receivable Agreement amendment under which the TRA would be terminated for an $80,000,000 cash payment. The transaction would constitute a change of control triggering an estimated Early Termination Payment of approximately $183.4 million. Concurrently, WES reported second-quarter 2025 net income attributable to limited partners of $333.8 million and record second-quarter Adjusted EBITDA of $617.9 million, and reaffirmed its 2025 guidance ranges. WES also sanctioned a new 300 MMcf/d cryogenic processing train at North Loving, expected in service in early second quarter 2027. Management states the deal is expected to be accretive to 2026 Free Cash Flow per unit, targets approximately $40 million of annualized cost synergies, and expects pro forma net leverage of about 3.0x.
Western Midstream Partners 8-K Report, Financial Results (May 7, 2025)
Western Midstream Partners, LP (NYSE: WES) filed this Form 8-K on May 7, 2025 to furnish its press release announcing first-quarter 2025 results (Exhibit 99.1). The Partnership reported first-quarter 2025 net income attributable to limited partners of $301.8 million, or $0.79 per common unit (diluted), and Adjusted EBITDA of $593.6 million. Cash flows provided by operating activities were $530.8 million, and Free Cash Flow was $399.4 million, of which $58.4 million remained after distributions. Total revenues and other were $917.1 million, compared with $887.7 million in the prior-year quarter, while net income attributable to limited partners declined from $559.5 million, a decline driven largely by the prior-year $239.6 million gain on divestiture. Operationally, the company gathered record natural-gas throughput in the Delaware Basin of 2.0 Bcf/d and completed the North Loving natural-gas processing plant in late February, raising operated nameplate processing capacity by 250 MMcf/d to approximately 2.2 Bcf/d. Total throughput attributable to WES was 5.1 Bcf/d for natural gas (down 2% sequentially), 503 MBbls/d for crude oil and NGLs (down 6%), and 1,166 MBbls/d for produced water (down 2%). Management stated that 2025 guidance is unchanged and that capital expenditures are expected to range between $625 million and $775 million. The first-quarter distribution of $0.910 per unit, up 4% from the prior quarter, is payable May 15, 2025. Management cited investment-grade credit ratings, net leverage below 3.0 times, and $2.4 billion in liquidity. The filing also notes that $664 million of senior notes were retired in January 2025 using cash on hand, and that the company placed orders for Pathfinder Pipeline steel from a domestic mill to limit exposure to tariffs. A conference call is scheduled for May 8, 2025 at 9:00 a.m. Central Time.
Western Midstream Partners 8-K Report, Material Agreement (Apr 9, 2025)
Western Midstream Operating, LP ("WES Operating"), a subsidiary of Western Midstream Partners, LP ("WES"), obtained a written consent on April 7, 2025 from certain lenders to its senior unsecured revolving credit agreement (the "RCF"). The consent extends the maturity date, for loans and commitments totaling $1,880 million held by those lenders, from April 6, 2029 to April 6, 2030. The consent exercised the second and final extension option available under Section 2.24 of the RCF. As of April 7, 2025, no borrowings or letters of credit were outstanding under the RCF. The filing discloses that certain lenders and their affiliates have performed, and may in the future perform, financial advisory, commercial, and investment banking services for WES Operating and WES, for which they received or may receive customary fees. Affiliates of these lenders have also acted, and may act, as underwriters of WES Operating's debt issuances and WES's equity issuances. For investors, the filing primarily reflects a maturity extension of the revolving credit facility's existing commitments rather than a new borrowing or change in financing terms. The filing does not state the total size of the facility beyond the $1,880 million covered by the consenting lenders.
Western Midstream Partners 8-K Report, Financial Results (Feb 26, 2025)
Western Midstream Partners, LP (NYSE: WES) reported fourth-quarter 2024 net income attributable to limited partners of $325.9 million and Adjusted EBITDA of $590.7 million, with Free Cash Flow of $309.3 million. For full-year 2024, net income attributable to limited partners was $1.537 billion, Adjusted EBITDA was $2.344 billion, and Free Cash Flow was $1.324 billion, which the company said exceeded the high end of its $1.050 billion to $1.250 billion Free Cash Flow guidance range and the midpoint of its $2.200 billion to $2.400 billion Adjusted EBITDA guidance range. Full-year 2024 distributions to unitholders totaled $1.246 billion, and the partnership reached its year-end net leverage target of 3.0 times in the third quarter of 2024. For 2025, the partnership guided to Adjusted EBITDA of $2.350 billion to $2.550 billion, total capital expenditures of $625.0 million to $775.0 million, and Free Cash Flow of $1.275 billion to $1.475 billion. It sanctioned the Pathfinder produced-water pipeline, capable of transporting over 800 MBbls/d, and a related expansion of its produced-water gathering and disposal system, with an estimated cost of $400.0 million to $450.0 million over 24 months and expected in-service by January 1, 2027. These projects are supported by a new long-term produced-water agreement with Occidental Petroleum Corporation. The partnership also plans to recommend raising the Base Distribution by $0.035 per unit to $0.910 per unit starting in the first quarter of 2025, and it will no longer pay an Enhanced Distribution in 2025. The filing also covers the company's 2025 capital allocation shift toward organic growth and bolt-on acquisitions, with a stated target of mid-to-low single-digit annual distribution growth. Investors should weigh the higher 2025 capital spending and the Pathfinder build-out against the distribution outlook.
Western Midstream Partners 8-K Report, Executive Changes (Feb 18, 2025)
On February 18, 2025, Western Midstream Partners, LP (WES) disclosed a Retirement Agreement and General Release with Robert W. Bourne, Senior Vice President and Chief Commercial Officer of its general partner, Western Midstream Holdings, LLC. Mr. Bourne will remain an employee in an advisor role through his Retirement Date of March 3, 2025, continuing his base salary and remaining eligible for the full 2024 Annual Incentive Plan bonus, subject to performance conditions. After retirement, Mr. Bourne will serve as a consultant for six months beginning March 4, 2025, at a monthly fee of $77,250. His retirement benefits, which are conditioned on continued compliance with the agreement and a supplemental general release, include a pro rata 2025 target bonus, pro rata vesting of time-vested equity awards, full (unprorated) eligibility for vesting of outstanding TUR and ROA performance awards subject to performance conditions, a new time-vested award with an estimated value of $2.1 million vesting over two years, and new TUR and ROA awards each with a $250 thousand target value. The agreement also provides a 2024 deferred compensation contribution and two years of continued participation in basic life, medical and dental plans. The agreement contains confidentiality, non-solicitation, mutual non-disparagement and non-competition covenants. Employee non-solicitation, mutual non-disparagement and non-competition covenants run for two years after the Retirement Date, and supplier non-solicitation covenants run for one year. The filing states that the full agreement will be filed as an exhibit to WES's Form 10-Q for the quarter ending March 31, 2025.
Western Midstream Partners 8-K Report, Financial Results (Nov 6, 2024)
Western Midstream Partners, LP (NYSE: WES) reported third-quarter 2024 net income attributable to limited partners of $281.8 million, or $0.74 per common unit (diluted), and Adjusted EBITDA of $566.9 million, compared with $578.1 million for the second quarter of 2024 as shown in the filing's reconciliation. Cash flows provided by operating activities were $551.3 million and Free cash flow was $365.1 million. Management attributed the slight quarter-over-quarter decline in profitability mainly to lower natural-gas liquids recoveries and lower commodity prices in the Delaware Basin, lower distributions from equity investments, and higher operation and maintenance expense, which the CEO described as typical for the third quarter. Operation and maintenance expense was $231.1 million, up from $204.4 million in the prior-year quarter. Operationally, the Partnership reported record natural-gas and crude-oil and NGLs throughput in the Delaware Basin and continued throughput growth in the Powder River Basin following the Meritage Midstream acquisition. Total throughput attributable to WES was 5.0 Bcf/d for natural gas (1-percent sequential increase), 506 MBbls/d for crude oil and NGLs (2-percent sequential decrease), and 1,099 MBbls/d for produced water (2-percent sequential increase). Management expects fourth-quarter Adjusted EBITDA to increase, and expects full-year 2024 Adjusted EBITDA towards the high end of its previously announced $2.2 billion to $2.4 billion range, while reducing its average year-over-year crude-oil and NGLs and produced-water throughput growth expectations. On the financing side, the Partnership issued $800.0 million of 5.450% senior notes due 2034, with proceeds to repay a portion of its 2025 senior notes and for general partnership purposes. Management said its trailing-twelve-month net leverage ratio has reached its year-end 2024 threshold of 3.0 times. The Base Distribution is $0.875 per unit ($3.50 annualized), unchanged from the prior quarter, payable November 14, 2024. Free cash flow after distributions was $24.3 million for the quarter. Subsequent to quarter-end, the Partnership executed agreements to realign the Mi Vida joint venture, providing 100 MMcf/d of dedicated natural-gas processing capacity in the Delaware Basin beginning in mid-2025.
Western Midstream Partners 8-K Report, Executive Changes (Nov 1, 2024)
Western Midstream Partners, LP (WES) disclosed on October 28, 2024 that Michael P. Ure is stepping down as President and Chief Executive Officer of the General Partner and as a director, effective October 28, 2024. Oscar K. Brown, an independent director on the Board since August 2019 and former Chair of the Environmental, Social and Governance Committee, was appointed to succeed him. Mr. Ure's departure is stated not to result from any disagreement. He will serve as an advisor through December 31, 2024 (the Separation Date), continuing his base salary and receiving a full 2024 target bonus, and will then receive severance equal to 2.0 times the sum of his annual base salary and 2024 target bonus, payable over 24 months, plus pro rata vesting of outstanding equity awards. Mr. Brown's compensation, effective October 28, 2024, includes an annual base salary of $950,000, a special 2024 target bonus of $300,000 under the WES Cash Bonus Program, and a special grant of time-based units valued at $6,000,000 that vests annually over three years subject to continued service. The press release states Mr. Brown will remain a director on the Board. In the same announcement, WES reaffirmed its 2024 Adjusted EBITDA guidance of $2.2 billion to $2.4 billion and Free Cash Flow guidance of $1.05 billion to $1.25 billion, and said it expects 2024 results toward the high end of these ranges. The Partnership plans to report third-quarter 2024 results after market close on November 6, 2024, with a conference call on November 7, 2024.
Western Midstream Partners 8-K Report, Material Agreement (Aug 20, 2024)
On August 20, 2024, Western Midstream Operating, LP (WES Operating), a subsidiary of Western Midstream Partners, LP (NYSE: WES), completed a public offering of $800,000,000 aggregate principal amount of 5.450% Senior Notes due 2034. The Notes mature on November 15, 2034, unless redeemed earlier, and pay interest semi-annually on May 15 and November 15, with the first interest payment due May 15, 2025. The offering was priced at 99.743% of face value under an Underwriting Agreement dated August 15, 2024, with TD Securities (USA) LLC, BofA Securities, Inc., MUFG Securities Americas Inc. and PNC Capital Markets LLC as representatives of the underwriters. The Notes are governed by a Base Indenture dated May 18, 2011, as supplemented by a Fourteenth Supplemental Indenture dated August 20, 2024, with Computershare Trust Company, National Association as trustee. The Notes rank equally in right of payment with WES Operating's existing and future senior indebtedness and senior to any subordinated debt. The Indenture limits liens on principal properties, sale and leaseback transactions, and mergers or sales of substantially all assets. The Notes are initially not guaranteed by subsidiaries, but would become fully and unconditionally guaranteed by any subsidiary that becomes a borrower or guarantor under WES Operating's revolving credit facility. WES Operating stated it will use the net proceeds to repay a portion of its maturing 3.100% Senior Notes due 2025 and 3.950% Senior Notes due 2025, and for general partnership purposes, including funding capital expenditures. The offering was made under a Form S-3 shelf registration statement that became effective March 30, 2023. The filing also notes that certain underwriters and their affiliates have engaged, and may continue to engage, in commercial and investment banking transactions with WES Operating in the ordinary course of business.
Western Midstream Partners 8-K Report, Corporate Update (Aug 14, 2024)
On August 12, 2024, Western Midstream Partners, LP, its general partner Western Midstream Holdings, LLC, and selling unitholders WGR Asset Holding Company LLC and Anadarko USH1 Corporation entered into an Underwriting Agreement with Barclays Capital Inc. as underwriter. The selling unitholders agreed to sell 19,000,000 common units representing limited partner interests at $35.75 per unit, and granted the underwriter a 30-day option to buy up to 2,850,000 additional units at the same price. The offering is expected to close on August 14, 2024, subject to customary closing conditions. The Partnership itself will not receive any proceeds from the offering, since the units are being sold by the selling unitholders. The offering is being made under the Partnership's effective Form S-3ASR shelf registration statement (Registration No. 333-270964) and a prospectus supplement dated August 12, 2024. Under the agreement, the Partnership, the general partner, the selling unitholders, certain of their affiliates, and certain directors and officers of the general partner agreed not to sell or otherwise dispose of their common units for 45 days after the agreement date, without the underwriter's written consent and subject to certain exceptions. The Partnership and selling unitholders also agreed to indemnify the underwriter against certain liabilities, including under the Securities Act of 1933. The filing notes that the agreement's representations and warranties were made solely for the parties' benefit and are not intended to provide other factual information about the company.
Western Midstream Partners 8-K Report, Financial Results (Aug 7, 2024)
Western Midstream Partners, LP (NYSE: WES) reported second-quarter 2024 net income attributable to limited partners of $369.8 million, or $0.97 per diluted common unit, with Adjusted EBITDA of $578.1 million and cash flows provided by operating activities of $631.4 million. Free cash flow was $424.8 million, and Free cash flow after distributions was $84.0 million. Management said Adjusted EBITDA declined 5-percent sequentially, mainly due to lower distributions from equity investments following previously announced divestitures, seasonally higher operation and maintenance expense, and more normalized property and other taxes. The company declared a second-quarter Base Distribution of $0.875 per unit, or $3.50 annualized, in line with the prior quarter, payable August 14, 2024. Operationally, WES reported record natural-gas throughput in the Delaware Basin (1.9 Bcf/d) and DJ Basin (1.5 Bcf/d), and record total operated crude-oil and NGLs throughput of 396 MBbls/d. Management expects throughput to keep growing through the rest of 2024, which it said should drive 2024 Adjusted EBITDA and Free cash flow toward the high end of prior guidance ranges. The company also cited new and amended commercial agreements, including a DJ Basin processing amendment with DCP Midstream, now Phillips 66, that extends 175 MMcf/d of firm-processing capacity to 2029 and adds 200 MMcf/d starting in 2026, and post-quarter agreements at the Chipeta facility supporting up to 110 MMcf/d and 150 MMcf/d of firm-processing capacity. On the balance sheet, WES reduced total debt by $762.6 million since year-end 2023, using asset sale proceeds, and reached its long-term net leverage threshold of 3.0x earlier than expected. The company repurchased $134.9 million of senior notes in the second quarter, bringing the year-to-date total to $150.0 million at an average of 96% of par. The Marcellus Interest gathering system sale closed early in the second quarter. Management said it will use the Base Distribution and its Enhanced Distribution framework as the primary tools for returning incremental capital to unitholders.
Western Midstream Partners 8-K Report, Material Agreement (May 16, 2024)
Western Midstream Operating, LP ("WES Operating"), a subsidiary of Western Midstream Partners, LP ("WES"), entered into an amendment on May 16, 2024 to its senior unsecured revolving credit agreement (the "RCF"), originally dated April 6, 2023, with Wells Fargo Bank, National Association, as administrative agent. The amendment extends the maturity date to April 6, 2029 for the loans and commitments of certain lenders totaling $1,880 million, pursuant to Section 2.24 of the RCF. As of May 16, 2024, there were no borrowings outstanding under the RCF, and $5.1 million of letters of credit were outstanding. The filing also notes that certain lenders and their affiliates have performed, and may in the future perform, financial advisory, commercial, and investment banking services for WES Operating and WES, and have acted or may act as underwriters of their debt and equity issuances. For investors, the key takeaway is a maturity extension of the company's revolving credit facility for a portion of its lender group, which pushes out the timing of refinancing needs for that committed capacity. The filing itself does not describe the reasons for the extension or the pricing terms; the full amendment is filed as Exhibit 10.1.
Western Midstream Partners 8-K Report, Financial Results (May 8, 2024)
Western Midstream Partners, LP (NYSE: WES) reported first-quarter 2024 net income attributable to limited partners of $559.5 million, or $1.47 per common unit (diluted), and record first-quarter Adjusted EBITDA of $608.4 million, with cash flows provided by operating activities of $399.7 million and Free cash flow of $225.0 million. The partnership stated these were the highest quarterly Net income and Adjusted EBITDA in its history, driven by increased throughput across operated assets and products. Net income in the quarter was boosted by a $239.6 million gain on divestiture and other, net, tied to the sale of non-core assets, and total proceeds from the five non-core asset sales were $794.8 million. Free cash flow after distributions was $1.5 million. The partnership announced a first-quarter Base Distribution of $0.875 per unit, or $3.50 annualized, a 52-percent increase over the prior quarter, payable May 15, 2024. Management said it expects to reduce its net leverage ratio, which was approximately 3.3 times on a trailing-twelve-month basis at quarter-end, to or below its 3.0 times threshold by year-end. The Mentone Train III project at the West Texas complex reached nameplate capacity of 300 MMcf/d, bringing operated Delaware Basin natural-gas processing capacity to approximately 1.9 Bcf/d. Management also raised its average year-over-year throughput growth expectations for 2024 and said WES is positioned to reach the high end of its 2024 Adjusted EBITDA and Free cash flow guidance ranges. The company repurchased $15.1 million of senior notes in the first quarter and an additional $134.9 million in the second quarter to date, all at approximately 96-percent of par. Total long-term debt was $7.27 billion at March 31, 2024, compared with $7.28 billion at December 31, 2023. The Form 8-K furnishes the earnings press release as Exhibit 99.1, and a conference call is scheduled for May 9, 2024 at 1:00 p.m. Central Time.
Western Midstream Partners 8-K Report, Financial Results (Feb 21, 2024)
Western Midstream Partners, LP (NYSE: WES) reported fourth-quarter 2023 net income attributable to limited partners of $281.6 million ($0.74 per common unit, diluted) and Adjusted EBITDA of $570.7 million, including approximately $20.4 million of positive revenue recognition adjustments tied to cost-of-service agreements. For full-year 2023, net income attributable to limited partners was $998.5 million ($2.60 per diluted unit), Adjusted EBITDA was $2.069 billion, exceeding the revised range of $1.950 billion to $2.050 billion, and Free cash flow was $964.2 million, within the $900.0 million to $1.000 billion guidance range. Full-year operating cash flow was $1.661 billion and capital expenditures were $739.1 million. Throughput grew across the system, with record annual natural-gas throughput of 4.4 Bcf/d, crude oil and NGLs of 652 MBbls/d, and produced water of 1,009 MBbls/d, driven by the Delaware Basin and the Meritage acquisition in the Powder River Basin. The company also announced agreements to divest its remaining interest in the Marcellus Interest gathering system, Saddlehorn Pipeline Company, Whitethorn Pipeline Company, Panola Pipeline Company, and Enterprise EF78 LLC for aggregate proceeds of $790 million, a stated multiple of approximately 9.6 times 2023 Adjusted EBITDA. The Enterprise EF78 and Whitethorn sales closed on February 16, 2024, and the remaining sales are expected to close in the first or second quarters of 2024. For 2024, WES guided to Adjusted EBITDA of $2.200 billion to $2.400 billion, total capital expenditures of $700.0 million to $850.0 million, and Free cash flow of $1.050 billion to $1.250 billion, all including the divestitures. Management plans to recommend a quarterly Base Distribution increase of $0.30 per unit, to $0.875 per unit starting in the first quarter of 2024, a 52-percent increase, with full-year 2024 Base Distribution guidance of at least $3.20 per unit. Board action on the increase will be requested in April 2024.
Western Midstream Partners 8-K Report, Material Agreement (Nov 16, 2023)
On November 16, 2023, Western Midstream Operating, LP (WES Operating), a subsidiary of Western Midstream Partners, LP (WES), entered into dealer agreements with certain investment banks under a commercial paper program with a capacity of $2.0 billion. Proceeds from the program may be used for general partnership purposes. Under the program, the dealers may purchase from WES Operating, or arrange the sale of, unsecured short-term promissory notes issued under the Section 4(a)(2) private placement exemption. Notes may have maturities of up to 397 days, and the principal amount outstanding at any one time may not exceed $2.0 billion. Notes may be issued at a discount to face value or bear interest, depending on market conditions and the credit ratings assigned to the program at issuance. A national bank will act as issuing and paying agent. As of the filing date, WES Operating had not issued any notes under the program. The filing also notes that the dealers and their affiliates have provided, and may continue to provide, commercial banking, investment banking and other financial advisory services to WES Operating and its affiliates for customary fees. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions, and the form of agreement is filed as Exhibit 10.1. The notes are not registered under the Securities Act or state securities laws. For investors, the filing establishes a new short-term funding source for WES's operating subsidiary rather than reporting any completed borrowing. The filing does not state how the program will be used beyond general partnership purposes.
Western Midstream Partners 8-K Report, Financial Results (Nov 1, 2023)
Western Midstream Partners, LP (NYSE: WES) reported third-quarter 2023 net income attributable to limited partners of $270.8 million, or $0.70 per diluted common unit, and Adjusted EBITDA of $510.9 million, compared with $488.3 million for the second quarter of 2023. Operating cash flow was $394.8 million and Free cash flow was $200.4 million. After distributions, Free cash flow was $(21.0) million. Third-quarter total revenues and other were $776.0 million, down from $837.6 million a year earlier, while operating income was $360.8 million, compared with $357.0 million in the prior-year quarter. Management attributed the sequential growth to new production and high facility operability in the Delaware Basin. Natural-gas throughput averaged 4.5 Bcf/d, crude oil and NGLs throughput averaged 667 MBbls/d, and produced-water throughput averaged 1,079 MBbls/d. The partnership raised its quarterly Base Distribution 2.2% to $0.5750 per unit, payable November 13, 2023, in connection with the closing of the Meritage Midstream acquisition. The acquisition, for $885 million in cash, closed after quarter end and makes WES the largest gatherer and processor in the Powder River Basin. The company funded part of the purchase price with $600 million of 6.35% senior notes due 2029. During the quarter, WES repurchased 5.1 million common units from Occidental Petroleum for $127.5 million, reducing Occidental's total ownership interest below 50.0%, and repurchased $159.1 million of near-term senior notes at approximately 94-percent of par in July. Management now expects 2023 Adjusted EBITDA toward the high end of its $1.950 billion to $2.050 billion guidance range. The filing is a Form 8-K that furnishes the third-quarter 2023 earnings press release as Exhibit 99.1. The release includes condensed financial statements and reconciliations of GAAP to non-GAAP measures. Long-term debt was $7.26 billion at September 30, 2023, up from $6.57 billion at December 31, 2022. Third-quarter capital expenditures were $194.9 million, and year-to-date capital expenditures were $558.5 million. The company scheduled an earnings conference call for November 2, 2023, at 1:00 p.m. Central Time.
Western Midstream Partners 8-K Report, Material Agreement (Sep 29, 2023)
On September 29, 2023, Western Midstream Operating, LP, a subsidiary of Western Midstream Partners, LP (NYSE: WES), completed a public offering of $600,000,000 aggregate principal amount of 6.350% Senior Notes due January 15, 2029. The Notes were sold at 99.786% of face value under an Underwriting Agreement dated September 27, 2023, with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc. as representatives of the underwriters. Interest accrues from September 29, 2023 and is payable semi-annually on January 15 and July 15, with the first payment due January 15, 2024. The Notes rank equally with all existing and future senior indebtedness of WES Operating and are governed by the Base Indenture dated May 18, 2011 as supplemented by the Thirteenth Supplemental Indenture, with Computershare Trust Company, National Association as trustee. The Indenture contains covenants limiting WES Operating and certain subsidiaries from creating liens on principal properties, engaging in sale and leaseback transactions, and merging or selling substantially all assets. The Notes are initially not guaranteed by any subsidiaries, but subsidiaries that become borrowers or guarantors under WES Operating's revolving credit facility would fully and unconditionally guarantee the Notes. Customary events of default apply, and the Notes may be redeemed in whole or in part before maturity at the redemption price set forth in the Indenture. WES Operating stated it will use the net proceeds to fund a portion of the aggregate purchase price for WES's pending acquisition of Meritage Midstream Services II, LLC, to pay related costs and expenses, and for general partnership purposes. The Offering was made under a Form S-3 shelf registration statement (File No. 333-270964-01) that became effective March 30, 2023.
Western Midstream Partners 8-K Report, Corporate Update (Sep 12, 2023)
On September 12, 2023, Western Midstream Partners, LP ("WES") repurchased 5.1 million of its common units from a subsidiary of Occidental Petroleum Corporation ("Occidental") for aggregate consideration of $127.5 million. The transaction was executed as part of WES's previously announced $1.250 billion common unit repurchase program. Following the repurchase, Occidental indirectly holds 48.8% of WES's outstanding common units. Occidental also indirectly holds all of the equity interests of WES's general partner, so the transaction shifts ownership of the partnership's public float while leaving Occidental as the controlling holder. The repurchase was reviewed and approved by the Special Committee of the Board of Directors of WES's general partner, which consists solely of independent directors. For investors, the filing is a related-party transaction disclosed under Item 8.01, with the independent committee's approval serving as the key governance safeguard.
Western Midstream Partners 8-K Report, Financial Results (Aug 8, 2023)
Western Midstream Partners, LP (NYSE: WES) reported second-quarter 2023 net income attributable to limited partners of $247.1 million, or $0.64 per diluted common unit, with Adjusted EBITDA of $488.3 million and cash flows provided by operating activities of $490.8 million. Free cash flow was $340.1 million. The Partnership also declared a second-quarter Base Distribution of $0.5625 per unit, a 12.5-percent sequential increase, payable August 14, 2023. Free cash flow after distributions, which included the first Enhanced Distribution, totaled $3.1 million. The main negative for investors is the revised 2023 outlook. Management cut 2023 Adjusted EBITDA guidance to $1.950 billion to $2.050 billion, a reduction of approximately 5-percent at the midpoint, and lowered Free cash flow guidance to $900.0 million to $1.000 billion. The company attributed the change to producer operational challenges in the Delaware Basin, where new wells outperformed expectations and created bottlenecks across the production chain. Management expects these challenges to persist into the second half of 2023, slowing year-over-year volume growth, though it considers them temporary. On the balance sheet, the Partnership repurchased $117.6 million of near-term senior notes at approximately 94-percent of par during the quarter and an additional $159.1 million after quarter end. It also announced a new 250 MMcf/d cryogenic processing plant in the North Loving area, which is expected to be online by the end of 2024 or early 2025. The Partnership obtained full investment-grade ratings after Fitch upgraded it to BBB-.
Western Midstream Partners 8-K Report, Financial Results (May 3, 2023)
Western Midstream Partners, LP (NYSE: WES) reported first-quarter 2023 net income attributable to limited partners of $199.0 million, or $0.52 per diluted common unit, compared with $301.9 million in the prior-year quarter. Adjusted EBITDA was $498.7 million, cash flows from operating activities were $302.4 million, and free cash flow was $141.6 million. Total revenues and other were $734.0 million, down from $758.3 million a year earlier. Operating income was affected by $52.4 million of long-lived asset and other impairments. Management said Delaware Basin natural-gas and produced-water throughput reached records, while overall natural-gas and crude-oil and NGL throughput declined sequentially due to DJ Basin declines, reduced equity-investment throughput, and weather in Utah and Wyoming. Commercially, after quarter end the Partnership amended its natural-gas processing agreement with Occidental in the Delaware Basin to add up to 300 MMcf/d of firm processing capacity supported by minimum-volume commitments, and extended the related gathering agreement by three years through 2035. The Partnership obtained investment-grade status and closed a $750.0 million offering of 6.150% senior notes due 2033. It also extended its $2.0 billion revolving credit facility to April 2028, which was undrawn at the time of the release. Common unit repurchases totaled $494.7 million under a $1.250 billion program running through December 31, 2024. The first-quarter distribution of $0.856 per unit, including a $0.500 Base Distribution and a $0.356 Enhanced Distribution, is payable May 15, 2023. First-quarter free cash flow after distributions was $(55.0) million, and capital expenditures were $179.3 million. Management said it expects quarterly profitability to improve gradually as throughput grows through the rest of the year.
Western Midstream Partners 8-K Report, Material Agreement (Apr 10, 2023)
Western Midstream Operating, LP ("WES Operating"), a subsidiary of Western Midstream Partners, LP ("WES"), entered into a Fourth Amended and Restated Revolving Credit Agreement on April 6, 2023, with Wells Fargo Bank, National Association, as administrative agent, and a group of lenders. The agreement replaces WES Operating's Third Amended and Restated Revolving Credit Agreement dated February 15, 2018, and establishes a five-year unsecured revolving credit facility of up to $2 billion, with a $75 million letter of credit subfacility and a $200 million swingline subfacility. WES Operating may increase commitments up to $2.5 billion, subject to certain conditions, and the facility matures on April 6, 2028, with two possible one-year extensions. Pricing under the facility is tied to WES Operating's senior unsecured debt ratings. Adjusted Term SOFR loans carry a margin of 1.00% to 1.70%, alternate base rate loans carry a margin of zero to 0.70%, and the facility fee ranges from 0.125% to 0.300% on total commitments. The agreement requires a maximum consolidated leverage ratio of 5.00 to 1.00, or 5.50 to 1.00 for quarters ending in the 270-day period following certain acquisitions, and includes customary covenants limiting subsidiary indebtedness, liens, mergers, related-party transactions, and use of proceeds, along with customary events of default. The filing also notes that certain lenders and their affiliates have provided, and may in the future provide, financial advisory, commercial and investment banking services to WES Operating and WES, receiving customary fees, and have acted or may act as underwriters for debt and equity issuances. The full agreement is filed as Exhibit 10.1.
Western Midstream Partners 8-K Report, Material Agreement (Apr 5, 2023)
On April 4, 2023, Western Midstream Operating, LP ("WES Operating"), a subsidiary of Western Midstream Partners, LP ("WES"), completed a public offering of $750 million aggregate principal amount of 6.150% Senior Notes due 2033. The notes accrue interest from April 4, 2023, pay interest semi-annually on April 1 and October 1 (first payment due October 1, 2023), and mature on April 1, 2033 unless redeemed earlier. The offering was priced at 99.728% of face value under an Underwriting Agreement dated March 30, 2023, with TD Securities (USA) LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC as representatives of the underwriters. WES Operating will use the net proceeds to repay borrowings under its revolving credit facility and for general partnership purposes. Certain underwriter affiliates are lenders under that revolving facility and will receive a portion of the proceeds through this repayment. The notes rank equally in right of payment with WES Operating's existing and future senior indebtedness. The Indenture includes covenants limiting WES Operating and certain subsidiaries from creating liens on principal properties, engaging in sale and leaseback transactions, and merging or selling substantially all assets. The notes are initially not guaranteed by any subsidiaries, but subsidiaries that become borrowers or guarantors under the revolving credit facility will be required to guarantee the notes. Standard events of default apply, and the trustee is Computershare Trust Company, National Association.
Western Midstream Partners 8-K Report, Financial Results (Feb 22, 2023)
Western Midstream Partners, LP (NYSE: WES) reported fourth-quarter 2022 net income attributable to limited partners of $328.6 million, or $0.85 per common unit (diluted), with Adjusted EBITDA of $515.8 million and Free cash flow of $365.6 million. For full-year 2022, net income attributable to limited partners was $1.190 billion, or $3.01 per common unit (basic), Adjusted EBITDA was $2.128 billion, and Free cash flow was $1.268 billion, which the company said achieved its Free cash flow guidance range of $1.250 billion to $1.350 billion. Year-end 2022 net leverage was 3.1 times, below the 3.4 times threshold for the 2022 Enhanced Distribution. The company repurchased 19,532,305 common units for $487.6 million through year-end 2022, representing 39.0-percent of its $1.250 billion repurchase program. For 2023, management guided to Adjusted EBITDA of $2.050 billion to $2.150 billion, total capital expenditures of $575.0 million to $675.0 million, and Free cash flow of $1.125 billion to $1.225 billion. The company expects to maintain a $0.50 quarterly Base Distribution ($2.00 per unit annualized). It also expects to recommend an Enhanced Distribution of $140.0 million, or approximately $0.36 per unit, for 2022, to be requested for Board approval in April and paid with the first-quarter 2023 distribution. Management attributed the tempered 2023 Adjusted EBITDA outlook to the current environment, while citing higher capital spending mainly tied to the construction of Mentone Train III, which is expected to complete in the fourth quarter of 2023. The filing furnishes Exhibit 99.1, a press release announcing these results and 2023 guidance, and notes that the company filed its Form 10-K for fiscal 2022 the same day and will hold a conference call on February 23, 2023.
Western Midstream Partners 8-K Report, Financial Results (Nov 2, 2022)
Western Midstream Partners, LP reported third-quarter 2022 results in a press release attached to this 8-K (Exhibit 99.1). Net income attributable to limited partners was $259.5 million, or $0.67 per common unit. Adjusted EBITDA was $524.8 million, cash flows from operating activities were $468.8 million, and Free cash flow was $330.4 million. The CEO said Adjusted EBITDA declined sequentially from the prior quarter, mainly because of reduced excess natural-gas liquids volumes and lower NGL pricing, lower distributions from equity investments, and higher operation and maintenance expense. Management pointed to record Delaware Basin natural-gas and produced-water throughput and expects continued Delaware Basin throughput growth into next year. The partnership also disclosed several capital allocation and portfolio actions. After quarter end it sold its 15-percent interest in Cactus II for $265 million and raised its unit repurchase program from $1.0 billion to $1.25 billion, running through December 31, 2024. Through October 28, 2022, it had repurchased 18,506,215 common units for $460.7 million. It also acquired the remaining 50-percent interest in the Ranch Westex joint venture for $41.0 million, adding 125 MMcf/d of operated natural-gas processing capacity. The third-quarter distribution of $0.50 per unit, in line with the prior quarter, will be paid on November 14, 2022, consistent with the $2.00 annualized base distribution target. The filing also describes long-term amendments to Occidental Petroleum's Delaware Basin oil gathering and gas processing agreements, which add up to approximately 57 MBbls/d of firm-treating capacity and 250 MMcf/d of firm-processing capacity, both supported by minimum-volume commitments. Management also noted new midstream contracts in the Maverick Basin of South Texas. A conference call to discuss the results was scheduled for November 3, 2022 at 1:00 p.m. Central Time.
Western Midstream Partners 8-K Report, Executive Changes (Oct 5, 2022)
Western Midstream Partners, LP's general partner, Western Midstream Holdings, LLC ("WES GP"), reported two leadership changes in this Form 8-K filed October 5, 2022. Craig W. Collins, Senior Vice President and Co-Chief Operating Officer, will leave WES GP effective November 11, 2022. The filing states his departure is not the result of any disagreement with the Partnership regarding its operations, policies, or practices. He will receive payments and benefits consistent with the "Executive Severance Plan" described in the Partnership's Form 10-Q for the quarter ended June 30, 2021, and has entered into a Release and Separation Agreement. Daniel P. Holderman will continue as Senior Vice President, South Operations, overseeing the Delaware Basin and South Texas operations. Separately, Michael S. Forsyth was appointed Senior Vice President, North Operations of WES GP effective October 3, 2022, with responsibility for the Rockies, including the DJ Basin. Forsyth, age 56, previously served as Vice President, Engineering for Western Midstream Operating, LP, a consolidated subsidiary, beginning November 2019. Before that he held roles at Anadarko Petroleum Corporation, including General Manager, Midstream Asset Planning and General Manager, Infrastructure Planning, and he has over 30 years of energy industry experience. The filing is limited to management changes and does not report financial results, guidance, or transaction details.
Western Midstream Partners 8-K Report, Executive Changes (Aug 29, 2022)
Western Midstream Partners, LP announced on August 29, 2022 (Item 5.02) the appointment of Daniel P. Holderman as Senior Vice President and Co-Chief Operating Officer of Western Midstream Holdings, LLC ("WES GP"), the general partner of the Partnership, effective that date. He will be responsible for the Partnership's Delaware Basin operations. Craig W. Collins continues in his role as Senior Vice President and Co-Chief Operating Officer, overseeing the Rockies (including DJ Basin) and South Texas operations as well as the Partnership's equity investments. Mr. Holderman, age 42, previously served as Director, Delaware Basin Asset for Oxy USA, Inc., a subsidiary of Occidental Petroleum Corporation, a role he assumed in November 2018. Before that he was Asset Manager for Occidental's Midland Basin assets from June 2017, and he joined Occidental in December 2013. Prior to Occidental, he had nine years of experience with ExxonMobil in engineering, upstream operations and commercial roles. His compensation package, approved by the WES GP board on the recommendation of its Compensation Committee, includes a base salary of $375,000, a performance-based annual cash incentive target of 80% of base salary, and an award of 17,637 time-based phantom units under the Western Gas Equity Partners, LP 2017 Long-Term Incentive Plan. The units vest 20% on February 12, 2023, 40% on February 12, 2024, and 40% on February 12, 2025, and generally settle in Partnership common units, with distribution equivalent rights paid in cash quarterly. The filing states there are no related-party relationships or familial relationships requiring disclosure.
Western Midstream Partners 8-K Report, Financial Results (Aug 3, 2022)
Western Midstream Partners, LP (NYSE: WES) filed this Form 8-K on August 3, 2022 to furnish its second-quarter 2022 results press release (Exhibit 99.1) and a slide presentation for the following day's earnings call. The Partnership reported second-quarter net income attributable to limited partners of $299.6 million, or $0.74 per common unit (diluted), and record-breaking Adjusted EBITDA of $548.3 million. Cash flows provided by operating activities were $467.0 million, producing Free cash flow of $372.1 million, and Free cash flow after distributions totaled $165.9 million. Throughput grew during the quarter, with record Delaware Basin natural-gas throughput of 1.5 Bcf/d (up 13 percent sequentially) and record Delaware Basin produced-water throughput of 864 MBbls/d (up 15 percent sequentially). Management said it expects continued throughput growth through the rest of 2022 and into 2023. Higher distributions from equity investments were partly offset by higher operation and maintenance expense. On capital allocation, the Partnership repurchased 17.1 million common units for $425.4 million year-to-date through July 29, 2022, including 10,000,000 units bought from Occidental on July 21, 2022, and said it had completed approximately 43 percent of its $1.0 billion unit buyback program running through year-end 2024. It also retired $502.2 million of senior notes due 2022 on April 1, 2022. The second-quarter distribution of $0.50 per unit is payable August 12, 2022, and management stated that debt-to-trailing-twelve-month Adjusted EBITDA remains below its year-end net leverage threshold of 3.4x.
Western Midstream Partners 8-K Report, Material Agreement (Jun 21, 2022)
Western Midstream Operating, LP ("WES Operating"), a subsidiary of Western Midstream Partners, LP ("WES"), entered into a third amendment on June 14, 2022 to its senior unsecured revolving credit agreement (the "RCF"), originally dated February 15, 2018, with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The amendment extends the maturity date for lenders holding loans and commitments totaling $1,600 million to February 14, 2026, and allows WES Operating to extend the maturity by one year on up to two additional occasions. The amendment also changes how fixed-rate loans for a specified period are priced, switching their benchmark from LIBOR to the Secured Overnight Financing Rate (SOFR). It adds a pricing tier that raises all-in drawn pricing, including the facility fee, by 0.25% if WES's credit ratings fall below BB/Ba2/BB, or by 0.5% following a Permitted MLP General Partner Removal as defined in the RCF. As of June 14, 2022, $315.0 million was outstanding under the RCF, with $5.1 million in outstanding letters of credit. The filing also notes that certain lenders and their affiliates have performed, and may perform, financial advisory, commercial and investment banking services for WES Operating and WES, and have acted or may act as underwriters of their debt and equity issuances.
Western Midstream Partners 8-K Report, Financial Results (May 10, 2022)
Western Midstream Partners, LP (NYSE: WES) filed this Form 8-K on May 10, 2022 to furnish its press release announcing first-quarter 2022 results (Exhibit 99.1), with a conference call scheduled for May 11, 2022. The Partnership reported first-quarter net income attributable to limited partners of $301.9 million, or $0.75 per common unit (diluted), and record-breaking Adjusted EBITDA of $539.1 million. Cash flows provided by operating activities were $276.5 million, and Free cash flow was $200.3 million. Management attributed the record Adjusted EBITDA to lower operational costs, strong plant performance, and increased commodity prices, partly offset by sequential throughput declines tied to producer well completion timing, inclement weather in the Delaware Basin, and reduced DJ Basin and equity-method throughput. The Partnership raised its 2022 guidance: Adjusted EBITDA is now expected at $2.125 billion to $2.225 billion, total capital expenditures at $550 million to $600 million, and Free cash flow at $1.25 billion to $1.35 billion. The per-unit distribution guidance of at least $2.00 is unchanged, and the first-quarter distribution of $0.500 per unit is payable May 13, 2022. Management cited increased producer activity, commercial success, and strong commodity prices for the higher Adjusted EBITDA outlook, and noted continued focus on cost and capital efficiency amid the inflationary environment. Commercially, the Partnership executed long-term agreements in the Delaware Basin with Occidental Petroleum and ConocoPhillips and a multi-year amendment with DCP Midstream in the DJ Basin, and sanctioned a new 300 MMcf/d cryogenic processing plant (Mentone Train III) with an estimated in-service date of fourth-quarter 2023. Total debt fell as the Partnership retired $502.2 million of 2022 senior notes in April 2022, and long-term debt was $6,188,750 thousand at March 31, 2022, compared with $6,400,616 thousand at December 31, 2021.
Western Midstream Partners 8-K Report, Executive Changes (May 5, 2022)
Western Midstream Partners, LP (the "Partnership") filed this Form 8-K on May 5, 2022 to disclose the appointment of Kristen S. Shults as Senior Vice President and Chief Financial Officer of Western Midstream Holdings, LLC ("WES GP"), the general partner of the Partnership, effective May 2, 2022. Ms. Shults, age 37, had served as Senior Vice President, Finance and Communications of WES GP since May 2021, and previously as Vice President, Investor Relations and Communications from November 2019 until May 2021. Before joining the Partnership, she spent several years in tax roles at Anadarko Petroleum Corporation, a wholly owned subsidiary of Occidental Petroleum Corporation, and began her career in the tax practice of Ernst & Young, LLP. She is a Certified Public Accountant. In connection with her appointment, the Board of WES GP approved equity awards of phantom units under the Western Gas Equity Partners, LP 2017 Long-Term Incentive Plan, upon the recommendation of the Compensation Committee. The awards comprise 21,676 time-based phantom units (the RU Award) vesting ratably over three years beginning February 12, 2023, and 10,838 performance-based phantom units each under a relative total unitholder return award (the TUR Award) and a return on assets award (the ROA Award). Both performance awards have a performance period ending December 31, 2024, and vest only to the extent earned. Upon vesting, awards generally settle in the Partnership's common units. The filing also states that there are no arrangements or understandings between Ms. Shults and any other person under which she was selected as an officer, and no related-person transactions or familial relationships requiring disclosure under Item 404(a) of Regulation S-K or Item 401(d) of Regulation S-K.
Western Midstream Partners 8-K Report, Financial Results (Feb 23, 2022)
Western Midstream Partners, LP (NYSE: WES) reported fourth-quarter 2021 net income attributable to limited partners of $238.2 million ($0.58 per common unit, diluted) and Adjusted EBITDA of $480.9 million, which included a $26.2 million unfavorable non-cash revenue adjustment tied to cost-of-service contracts. For full-year 2021, net income attributable to limited partners was $896.5 million ($2.18 per diluted unit), Adjusted EBITDA was $1.947 billion (above the high end of the $1.825 billion to $1.925 billion guidance range), and free cash flow was $1.490 billion. Year-end 2021 leverage was approximately 3.6 times, or 3.5 times on a net basis, and S&P upgraded WES Operating's long-term debt to "BBB-", returning the partnership to investment grade. For 2022, the partnership guided to Adjusted EBITDA of $1.925 billion to $2.025 billion, total capital expenditures of $375 million to $475 million, and free cash flow of $1.200 billion to $1.300 billion, with full-year distributions of at least $2.00 per unit. Management expects a 53-percent step-up in the regular quarterly distribution effective first-quarter 2022, and it announced a new $1.0 billion opportunistic common unit repurchase program running through 2024, plus an annual Enhanced Distribution framework beginning in 2023 tied to prior-year free cash flow and leverage targets of 3.4 times in 2022, 3.2 times in 2023, and 3.0 times in 2024. Throughput rose through the fourth quarter in the Delaware Basin, with fourth-quarter 2021 natural-gas throughput averaging 4.2 Bcf/d and crude-oil and NGLs throughput averaging 702 MBbls/d, while produced-water throughput averaged 792 MBbls/d. Management tied its outlook to producer activity levels, which it expects to keep strong in the Delaware Basin, with increased throughput in 2022 and more substantial activity expected in 2023.
Western Midstream Partners 8-K Report, Executive Changes (Dec 15, 2021)
Western Midstream Partners, LP ("WES") filed this Form 8-K on December 15, 2021 to report changes in its management and board. Glenn Vangolen resigned from the Board of Directors of Western Midstream Holdings, LLC, the General Partner, effective December 17, 2021, in connection with his retirement from Occidental Petroleum Corporation ("Occidental"). Vangolen served as Chairman of the Board and did not sit on any Board committees. The filing states his departure was not the result of any disagreement with WES. On December 14, 2021, the Board elected Peter J. Bennett as Chairman, effective immediately. The filing also announces that Frederick A. Forthuber, President of Oxy Energy Services, LLC, a subsidiary of Occidental, will join the Board effective December 17, 2021, and will take Mr. Bennett's place on the Board's ESG Committee. Forthuber will not receive additional compensation for his board service, consistent with the practice for Occidental employees who serve as directors of the General Partner. Separately, WES announced that Charles G. Griffie, Senior Vice President, Operations and Engineering of the General Partner, will leave the General Partner. The filing states the departure was not due to any disagreement with WES. Griffie will receive payments and benefits consistent with the Executive Severance Plan described in WES's Form 10-Q for the quarter ended June 30, 2021, and has entered into a Release and Separation Agreement with WES. For investors, these are governance and leadership transitions with no financial results disclosed in this filing.
Western Midstream Partners 8-K Report, Financial Results (Nov 9, 2021)
Western Midstream Partners, LP (NYSE: WES) filed this Form 8-K on November 9, 2021 to furnish its press release announcing third-quarter 2021 results (Exhibit 99.1). The Partnership reported third-quarter net income available to limited partners of $250.2 million, or $0.61 per common unit (diluted), with Adjusted EBITDA of $531.6 million, cash flows from operating activities of $391.3 million, and Free cash flow of $320.0 million. Third-quarter capital expenditures were $82.0 million, and the quarter included a non-cash $19 million increase to revenue from a revenue recognition cumulative adjustment. Management highlighted a debt tender offer that repaid $500.0 million of Senior notes for approximately $521.9 million, which it said decreases annualized borrowing costs by $20.6 million. Standard & Poor's upgraded WES Operating's long-term debt from "BB" to "BB+" and Fitch revised its outlook from "Stable" to "Positive." The Partnership repurchased 4.5 million common units for $88.1 million in the quarter, and $113 million remains available under the buyback program of up to $250.0 million through December 31, 2021. Third-quarter debt-to-trailing twelve month Adjusted EBITDA was stated as below 3.7x, compared with a 2021 target of 4.0x and a 2022 target of 3.5x. Management expects 2021 Adjusted EBITDA to finish above the high end of its $1.825 to $1.925 billion range and capital expenditures below the high end of its $275 million to $375 million range, reflecting a slight shift in producer activity into 2022. The third-quarter distribution of $0.323 per unit, a 1.3-percent increase over the prior quarter, is payable November 12, 2021. Natural-gas throughput averaged 4.1 Bcf/d, down 4 percent sequentially, while crude-oil and NGLs throughput averaged 641 MBbls/d, down 7 percent sequentially.
Western Midstream Partners 8-K Report, Financial Results (Aug 9, 2021)
Western Midstream Partners, LP (NYSE: WES) filed this Form 8-K on August 9, 2021 to furnish its press release announcing second-quarter 2021 results (Exhibit 99.1). For Q2 2021, net income available to limited partners was $226.3 million, or $0.55 per common unit (diluted). Adjusted EBITDA was $491.1 million, cash flows provided by operating activities were $452.1 million, and free cash flow was $379.8 million. Free cash flow after distributions was $246.8 million. The partnership declared a second-quarter per-unit distribution of $0.319, payable August 13, 2021, which the release describes as a 1.3-percent increase over the prior quarter and consistent with annualized distribution growth of 5-percent. Management attributed the results to increased throughput across all product lines in the Delaware and DJ Basins, supported by higher commodity prices and incremental third-party business. The company reported record DJ Basin gas throughput of 1.4 Bcf/d and signed a long-term gas gathering and processing agreement with Crestone Peak Resources covering its existing Watkins acreage of approximately 74,000 acres, with up to 148,000 additional acres that may be dedicated in the future. Management expects increased throughput to largely materialize in 2022, and now expects 2021 capital expenditures at or above the high end of the $275 million to $375 million range and Adjusted EBITDA near the high end of the $1.825 billion to $1.925 billion range. Balance-sheet data in the release show long-term debt of $6.84 billion at June 30, 2021, down from $7.42 billion at December 31, 2020, and cash and cash equivalents of $305.6 million at period end. Six-month capital expenditures were $142.3 million on a year-to-date basis per the release.
Western Midstream Partners 8-K Report, Financial Results (May 10, 2021)
Western Midstream Partners, LP (NYSE: WES) reported first-quarter 2021 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Net income available to limited partners was $181.8 million, or $0.44 per common unit (diluted). First-quarter Adjusted EBITDA totaled $443.1 million, cash flows provided by operating activities were $261.6 million, and Free cash flow was $213.8 million. Free cash flow after distributions totaled $82.5 million. Management attributed the quarter's lower volumes to depressed upstream investment in 2020 and Winter Storm Uri, but said it remains optimistic about activity in the Delaware and DJ basins and remains comfortable with its previously stated full-year guidance. The partnership is emphasizing free-cash-flow generation. It authorized a unit buyback program of up to $250 million through December 31, 2021, repurchasing 1,115,808 common units for about $16.2 million in the first quarter. It also repaid the 5.375% Senior Notes due 2021 at par for total consideration of $431 million. The first-quarter 2021 distribution of $0.315 per unit is payable May 14, 2021, a 1.3-percent increase over the prior quarter and consistent with annualized distribution growth of 5-percent. On the balance sheet, total assets were $11.44 billion and long-term debt was $7.42 billion at March 31, 2021. Total throughput was 4.0 Bcf/d for natural gas, 604 MBbls/d for crude oil and NGLs, and 595 MBbls/d for produced water, with sequential-quarter declines in the latter two categories. First-quarter capital expenditures were $58.3 million.
Western Midstream Partners 8-K Report, Corporate Update (Mar 25, 2021)
Western Midstream Partners, LP filed this Form 8-K to disclose an underwriting agreement dated March 22, 2021, under which the Selling Unitholder, WGR Asset Holding Company LLC, a subsidiary and affiliate of Occidental Petroleum Corporation, agreed to sell up to 11,500,000 common units to BofA Securities, Inc. at $17.25 per unit. The sale closed on March 25, 2021, and included the Underwriter's full exercise of its option to purchase an additional 1,500,000 units. The Selling Unitholder received gross proceeds of $198,375,000 after underwriting discounts, while the Partnership did not receive any proceeds from the offering. The offering was made under the Partnership's effective Form S-3 shelf registration (No. 333-214447) and a prospectus supplement dated March 22, 2021. The Partnership, its general partner, the Selling Unitholder, and certain general partner directors and officers agreed not to sell or otherwise dispose of their common units for 45 days after the agreement date, subject to exceptions and the Underwriter's written consent. The Partnership and Selling Unitholder also agreed to indemnify the Underwriter against certain liabilities, including under the Securities Act of 1933.
Western Midstream Partners 8-K Report, Shareholder Vote Results (Mar 22, 2021)
Western Midstream Partners, LP (the Partnership) reported two events in this Form 8-K filed March 22, 2021. First, Occidental Petroleum Corporation affiliates, holding 214,281,578 common units representing a majority of the issued and outstanding common units, approved the Partnership's 2021 Long-Term Incentive Plan (LTIP) by written consent in lieu of a special meeting. The LTIP provides for unit options, unit appreciation rights, restricted units, phantom units, other unit-based awards, cash awards, and substitute awards to employees and directors, with up to 9.5 million common units deliverable under vested awards. The LTIP becomes effective 20 calendar days after the Partnership mails its Schedule 14C information statement to unitholders of record as of March 22, 2021. Second, the Partnership disclosed that winter storm Uri in February 2021 adversely affected its volumes for approximately ten days, and a historic March 2021 blizzard in Colorado disrupted its assets in that state. The Partnership expects these weather events to reduce net income by between $25 million and $30 million and reduce Adjusted EBITDA by between $25 million and $30 million for the quarter ended March 31, 2021. The Partnership stated the overall financial impact is still being calculated and may change materially.
Western Midstream Partners 8-K Report, Financial Results (Feb 23, 2021)
Western Midstream Partners, LP reported fourth-quarter 2020 net income available to limited partners of $258.2 million, or $0.62 per common unit (diluted), with Adjusted EBITDA of $484.0 million and Free cash flow of $464.7 million. For full-year 2020, net income available to limited partners was $515.9 million, or $1.18 per common unit (diluted), with Adjusted EBITDA of $2.0 billion, cash flows from operating activities of $1.6 billion, and Free cash flow of $1.2 billion. Management said the Partnership exceeded the high end of its pre-COVID full-year Adjusted EBITDA range of $1.975 billion, attributed to operational efficiencies and cost savings of approximately $175 million, and reduced full-year capital expenditures to $322 million. Fourth-quarter volumes declined as upstream investment fell, with natural-gas throughput down 8-percent and crude-oil and NGLs throughput down 21-percent from fourth-quarter 2019, while produced-water throughput rose 10-percent. The Partnership's fourth-quarter 2020 per-unit distribution of $0.3110, unchanged from the third quarter, was paid in February 2021. Fourth-quarter and full-year Free cash flow after distributions totaled $332.4 million and $531.3 million, respectively. Full-year 2021 guidance was unchanged despite an ongoing evaluation of the recent winter storm: Adjusted EBITDA of $1.825 billion to $1.925 billion, total capital expenditures of $275 million to $375 million, leverage at or below 4.0 times at year-end 2021, and distributions of at least $1.24 per unit. Management also intends to be at or below 3.5 times at year-end 2022 and to continue executing a $250 million common unit repurchase program. During 2020 the Partnership repurchased $218.0 million of senior notes due 2021, 2022, and 2023 for $203.9 million, repurchased 2,368,711 common units for $32.5 million in the fourth quarter, and completed the sale of its 14.81-percent equity interest in Fort Union Gas Gathering, LLC, with an option agreement to sell the Bison treating facility for upfront consideration of $27.0 million. Full-year 2020 results also included goodwill impairment of $441.0 million and long-lived asset and other impairments of $203.9 million.
Western Midstream Partners 8-K Report, Executive Changes (Dec 15, 2020)
Western Midstream Partners, LP announced on December 15, 2020 that Nicole E. Clark was appointed to the Board of Directors of Western Midstream Holdings, LLC, the general partner of the Partnership, effective immediately. Ms. Clark currently serves as Vice President, Deputy General Counsel and Corporate Secretary at Occidental Petroleum Corporation, which indirectly owns the General Partner. The filing states she was not appointed under any arrangement or understanding and that no related person transactions requiring disclosure under Item 404(a) of Regulation S-K exist, other than through her employment with Occidental. The filing also reports that Ms. Clark succeeded Jennifer M. Kirk on the Board on the same date. Ms. Kirk did not serve on any Board committees, and the filing states her departure was not the result of any disagreement with the Partnership regarding its operations, policies, or practices. For investors, this is a governance-only change with no financial figures disclosed. Ms. Clark will receive indemnification rights from the Partnership and the General Partner under their organizational documents and an Indemnification Agreement, and the filing states she has no other material plan, contract or arrangement with the Partnership or its General Partner.
Western Midstream Partners 8-K Report, Financial Results (Nov 9, 2020)
Western Midstream Partners, LP (NYSE: WES) reported third-quarter 2020 net income attributable to limited partners of $241.5 million, or $0.55 per common unit (diluted), with Adjusted EBITDA of $518.4 million, cash flows from operating activities of $392.9 million, and free cash flow of $339.2 million. Management called it the highest quarterly Adjusted EBITDA in the Partnership's history and said free cash flow after distributions totaled $198.3 million. The third-quarter distribution was $0.3110 per unit, unchanged from the second quarter. Third-quarter natural-gas throughput averaged 4.3 Bcf/d, a 4-percent sequential decrease, as upstream investment declined. Management expects full-year 2020 Adjusted EBITDA above the high end of its original guidance range of $1.875 billion to $1.975 billion, and capital expenditures meaningfully below the low end of the previously updated range of $400 million to $450 million. The Partnership also expects approximately $175 million in sustainable annual operating cost and G&A savings compared with its originally issued guidance. It provided preliminary 2021 guidance of Adjusted EBITDA between $1.825 billion and $1.925 billion, total capital expenditures of $275 million to $375 million, debt to trailing twelve-month Adjusted EBITDA at or below 4.0 times at year-end 2021, and full-year 2021 distributions of at least $1.24 per unit. The Board of the general partner authorized a unit buyback program of up to $250 million through December 31, 2021. The Partnership may repurchase units in the open market or in privately negotiated transactions, and the program does not obligate it to buy any specific amount and may be suspended at any time. Other recent actions include the exchange of its $260 million note receivable from Anadarko Petroleum Corporation (a subsidiary of Occidental Petroleum Corporation) for 27.855 million WES common units owned by Occidental, and open-market repurchases of $29.0 million of Senior Notes due 2022 and 2023 for $27.2 million.
Western Midstream Partners 8-K Report, Executive Changes (Sep 16, 2020)
On September 11, 2020, Western Midstream Partners, LP (the Partnership) made several governance and capital structure changes. Kenneth F. Owen, David J. Schulte, and Lisa A. Stewart were appointed to the Board of Western Midstream Holdings, LLC, the general partner, effective immediately, and each joined both the Audit Committee and the Special Committee. Mr. Owen will chair the Audit Committee and Mr. Schulte will chair the Special Committee. The Board determined that all three are independent under NYSE and Exchange Act standards. Six directors, Steven D. Arnold, James R. Crane, Thomas R. Hix, Craig W. Stewart, David J. Tudor, and Marcia E. Backus, left the Board, and the filing states none of the departures resulted from a disagreement with the Partnership. Following these changes the Board has eight directors. The Partnership also announced that Michael C. Pearl, Senior Vice President and Chief Financial Officer of the General Partner, is leaving the company. His departure was not due to any disagreement, and he will receive retention payments and benefits consistent with those described in the 2019 Form 10-K. President and CEO Michael P. Ure will serve as interim principal financial officer until a successor is identified, without additional compensation. Separately, on the same date the Partnership entered into a Unit Redemption Agreement with Anadarko Petroleum Corporation, a wholly owned subsidiary of Occidental Petroleum Corporation. The Partnership redeemed and retired approximately 27.9 million common units held by Anadarko. In exchange, the Partnership transferred its 98% interest in a $260 million 6.5% Fixed Rate Note due 2038 issued by Anadarko to a subsidiary of the Partnership. Anadarko canceled and retired that portion of the Note, including principal and accrued interest. The Special Committee and the full Board, as constituted before the director changes, approved the agreement.