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^a 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.