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Western Midstream Partners 8-K Report, Material Agreement (Aug 6, 2025)

Reports
Earnings & Results·Material Agreements·Regulation FD+1
Filing Date
Filed August 6, 2025
Period End
August 6, 2025
Security
WES
In the record · 2016–202610-K1210-Q368-K108

WES filed 12 annual reports (10-K), 36 quarterly reports (10-Q) and 108 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Mar ’19Mar ’19
  2. Leadership change8-K · Sep ’20Sep ’20
  3. Leadership change8-K · Aug ’22Aug ’22
  4. Material agreement8-K · Jun ’26Jun ’26

01—Abstract

Summary

Summary of the 8-K filed August 6, 2025. Cited figures are marked; the original filing is the authoritative source.

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 billiona, 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, $25.00b 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 $57,000,000c 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 milliond. 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.

02—Key points

Key Highlights

  1. Merger consideration: 0.625 WES common units or $25.00 cash per Aris share, or a mix of 0.450 units and $7.00 cash; cash capped at $415 million via proration.
  2. Transaction value of approximately $1.5 billion in equity and approximately $2.0 billion enterprise value before transaction costs.
  3. Aris shareholders expected to own approximately 7% of WES common units at maximum cash; consideration mix about 72% units and 28% cash.
  4. Breakup fee of $57,000,000 payable by Aris in specified circumstances; Aris expense reimbursement up to $11,875,000 if its stockholders do not approve.
  5. TRA termination for an $80,000,000 cash payment; estimated Early Termination Payment of approximately $183.4 million triggered by the change of control.
  6. Expected close in the fourth quarter of 2025, subject to Aris stockholder approval, HSR waiting period expiration, and effectiveness of WES's Form S-4.
  7. Concurrent Q2 2025 results: net income attributable to limited partners of $333.8 million and Adjusted EBITDA of $617.9 million; 2025 guidance reaffirmed.

03—Questions

Frequently Asked Questions

  1. What will Aris shareholders receive in the transaction?

    Each Aris share may be exchanged for 0.625 WES common units, $25.00 in cash, or a combination of 0.450 WES common units and $7.00 in cash. Cash elections are prorated so total cash does not exceed $415 million.

  2. What conditions must be met for the deal to close?

    Closing requires adoption of the merger agreement by a majority of Aris's outstanding Class A and Class B common stock voting together, expiration or termination of the HSR waiting period, effectiveness of WES's Form S-4, NYSE listing authorization for the new common units, customary tax opinions, and no material adverse effect or legal restraints.

  3. What fees apply if the deal is terminated?

    Aris would pay WES a $57,000,000 termination fee if it terminates to accept a Superior Offer or if WES terminates after an Aris board change of recommendation. If Aris stockholders fail to approve, Aris reimburses documented out-of-pocket expenses of WES Parties up to $11,875,000.

  4. What happens to Aris's tax receivable agreement?

    The TRA Amendment provides for termination of the Tax Receivable Agreement for an $80,000,000 cash payment. The change of control from the merger would also trigger an estimated Early Termination Payment of approximately $183.4 million under the TRA.

  5. How does management expect the deal to affect WES's financial profile?

    Management expects the transaction to be accretive to 2026 Free Cash Flow per unit, targets approximately $40 million of annualized cost synergies, and expects pro forma net leverage to remain at approximately 3.0x. WES is not updating its 2025 guidance and will address the acquisition in its 2026 guidance in February 2026.

04—Continue

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