01—Abstract
Summary
Summary of the 8-K filed December 4, 2025. Cited figures are marked; the original filing is the authoritative source.
On December 4, 2025, Western Midstream Operating, LP, a subsidiary of Western Midstream Partners, LP (NYSE: WES), completed a public offering of $600,000,000a 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%b 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%c of a series may accelerate that series upon a default.
Net proceeds will be used to repay WES Operating's 4.650%d 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.
02—Key points
Key Highlights
- WES Operating issued $1.2 billion in total senior notes: $600 million of 4.800% notes due 2031 and $600 million of 5.500% notes due 2035.
- The 2031 Notes were sold at 99.993% of face amount and the 2035 Notes at 99.405% of face amount.
- Net proceeds will repay the maturing 4.650% Senior Notes due 2026 and commercial paper borrowings, including those used to fund the cash consideration for the Aris Water Solutions, Inc. acquisition.
- Interest on the 2031 Notes is payable semi-annually on March 1 and September 1; interest on the 2035 Notes is payable semi-annually on June 15 and December 15.
- The notes rank equally with all existing and future senior indebtedness of WES Operating and are senior to any subordinated debt.
- The Indenture includes covenants limiting liens, sale and leaseback transactions, mergers, and sales of substantially all assets; the notes are initially unguaranteed by subsidiaries.
- The offering was conducted under a Form S-3 shelf registration effective March 30, 2023, with Wells Fargo Securities, Deutsche Bank Securities, Mizuho Securities, and SMBC Nikko Securities as representatives of the underwriters.
03—Questions
Frequently Asked Questions
How much debt did Western Midstream issue and what are the maturities?
WES Operating issued $600 million of 4.800% Senior Notes due March 1, 2031 and $600 million of 5.500% Senior Notes due December 15, 2035, totaling $1.2 billion.
What is the use of proceeds from the notes offering?
The filing states that net proceeds will be used to repay the 4.650% Senior Notes due 2026 at maturity, to repay commercial paper outstanding (including borrowings used to fund the cash consideration for the Aris Water Solutions, Inc. acquisition), and for general partnership purposes, including capital expenditures.
Are the notes guaranteed by WES Operating's subsidiaries?
Initially, no. The filing states the notes will not be guaranteed by any subsidiaries at issuance, but any subsidiary that becomes a borrower or guarantor under the revolving credit facility, or grants a lien to secure related obligations, will fully and unconditionally guarantee the notes for as long as it guarantees the revolving credit facility.
What protections do noteholders have?
The Indenture limits WES Operating and certain subsidiaries from creating liens on principal properties, entering sale and leaseback transactions, merging or consolidating, or selling substantially all assets. Holders of at least 25% of a series may accelerate that series upon an event of default, and certain bankruptcy events trigger automatic acceleration.
When are interest payments due?
Interest on the 2031 Notes is payable semi-annually on March 1 and September 1, with the first payment due March 1, 2026. Interest on the 2035 Notes is payable semi-annually on June 15 and December 15, with the first payment due June 15, 2026.
04—Continue