WES · Western Midstream Partners

196 filings

WES SEC Filings

Western Midstream Partners - 196 total filings

Filing record · 2016–202610-K1210-Q368-K108

Showing 1–50 of 196 filings

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.

Nov 4, 2026 10-Q

Western Midstream Partners Quarterly Report for Q3 Ended Sep 30, 2026

Western Midstream Partners, LP (WES) reported solid financial results for the nine months ended September 30, 2026, demonstrating growth driven by strategic acquisitions and increased operational throughput across its midstream asset base. Total revenues and other increased significantly year-over-year, reflecting strong fee-based service revenues and higher product sales, bolstered by the successful integration of the Brazos Delaware acquisition in June 2026 and the Aris Water Solutions acquisition in October 2025. Despite increased operating expenses and interest expense related to debt for acquisitions, the partnership maintained robust profitability, with net income attributable to Western Midstream Partners, LP showing a healthy increase. The company's liquidity remains strong, supported by operating cash flows and an undrawn revolving credit facility. WES continues to focus on operational efficiency, system reliability, and environmental stewardship. Strategic capital allocation is evident through ongoing investments in expansion projects, particularly in the DBM water systems and West Texas complex, aiming to enhance capacity and service capabilities. The partnership also announced a subsequent event of acquiring another Delaware Basin produced-water gathering and disposal company and divesting its Southwest Wyoming assets, indicating proactive portfolio management.

Nov 4, 2026 10-Q

Western Midstream Partners Quarterly Report for Q2 Ended Jun 30, 2026

Western Midstream Partners, LP (WES) reported results for the quarter ended June 30, 2026 in its Form 10-Q. Total revenues and other were $1,224.7 million for the three months ended June 30, 2026, versus $942.3 million a year earlier, and net income attributable to Western Midstream Partners, LP was $403.6 million, compared with $341.7 million. For the six months, total revenues and other were $2,348.3 million and net income attributable to the Partnership was $753.8 million. Adjusted EBITDA was $736.5 million for the quarter and $1,419.7 million for the six months, and Distributable Cash Flow was $537.2 million for the quarter. Free Cash Flow for the six months was $505.9 million, down from $787.8 million a year earlier, primarily due to a $185.0 million increase in capital expenditures. The period was shaped by the June 11, 2026 closing of the Brazos Delaware acquisition, which added the Comanche complex in the Delaware Basin for a purchase price of approximately $1.67 billion, consisting of $820.3 million in cash and $852.0 million of common units. The Partnership also issued $700.0 million of 5.700% Senior Notes due 2036 and used the RCF and commercial paper program to fund part of the acquisition. Total long-term debt rose to $8.88 billion at June 30, 2026, from $8.20 billion at December 31, 2025, and cash and cash equivalents fell to $104.8 million from $819.5 million. The second-quarter per-unit distribution was declared at $0.930, unchanged from the first quarter, with aggregate payment of $392.7 million on August 14, 2026. The filing also notes a West Texas complex gas-gathering agreement amendment that replaced cost-of-service fees with fixed fees, in exchange for the redemption of common units valued at $610.0 million, and a related legal proceeding involving a subsidiary of Aris, which the court has since moved to Reeves County, Texas.

Aug 5, 2026 8-K

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.

Aug 5, 2026 8-K

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.

Jun 25, 2026 8-K

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.

Jun 12, 2026 10-Q

Western Midstream Partners Quarterly Report for Q1 Ended Mar 31, 2026

Western Midstream Partners, LP (WES) reported first-quarter 2026 total revenues and other of $1,123,579 thousand ($1.12 billion), up from $917,116 thousand in the first quarter of 2025, with net income of $359,032 thousand versus $316,552 thousand a year earlier. Net income attributable to Western Midstream Partners, LP was $350,276 thousand, and diluted net income per common unit was $0.85 compared with $0.79. Adjusted EBITDA was $683,137 thousand compared with $593,572 thousand in the prior-year quarter, and Distributable Cash Flow was $508,924 thousand compared with $513,757 thousand. Results reflect the Aris Water Solutions acquisition, completed October 15, 2025, which drove much of the growth in produced-water volumes and revenues. Free Cash Flow fell to $242,298 thousand from $399,398 thousand a year earlier, as capital expenditures rose to $235,726 thousand from $142,402 thousand and net cash provided by operating activities declined to $469,903 thousand from $530,793 thousand. The Partnership declared a first-quarter 2026 distribution of $0.930 per unit, up from $0.910, payable May 15, 2026. Cash and cash equivalents were $647,495 thousand at March 31, 2026, and total long-term debt carrying value was $8,194,171 thousand, with $2.0 billion of effective borrowing capacity under the revolving credit facility. A significant subsequent event is the May 6, 2026 agreement to acquire Brazos Delaware II, LLC in an equity-and-cash transaction valued at $1.6 billion, consisting of approximately $800.0 million in common units and approximately $800.0 million in cash, with closing expected in the second quarter of 2026 subject to customary conditions and regulatory approvals. Occidental, which holds a significant interest in the Partnership, completed a unit redemption of approximately 15.3 million common units valued at $610.0 million in connection with a gathering agreement amendment with a subsidiary of Occidental.

May 6, 2026 8-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.

May 6, 2026 10-K

Western Midstream Partners Annual Report, Year Ended Dec 31, 2025

Western Midstream Partners, LP (NYSE: WES) reported fiscal 2025 results in this Form 10-K filed February 18, 2026. Total revenues and other were $3,843,403 thousand in 2025 versus $3,605,223 thousand in 2024, and net income attributable to Western Midstream Partners, LP was $1,180,983 thousand versus $1,573,571 thousand. The 2024 result was boosted by $296,771 thousand of gains on divestiture and other, net, and 2025 included $120.5 million of acquisition-related G&A tied to the Aris Water Solutions acquisition, which closed October 15, 2025 for a transaction valued at $2.0 billion. Adjusted EBITDA rose to $2,480,782 thousand from $2,344,038 thousand, and Free Cash Flow rose to $1,526,025 thousand from $1,324,164 thousand. The Aris acquisition substantially expanded the produced-water business, with produced-water throughput for the Delaware Basin reaching 1,608 MBbls/d in 2025 versus 1,147 MBbls/d in 2024. Fee-based service revenues were $3,453,052 thousand, and the filing states that 97% of wellhead natural-gas volume and 100% of crude-oil and produced-water throughput (excluding equity investments) were served under fee-based contracts. Occidental remains the dominant counterparty: it owns the general partner and, as stated in the filing, provided 60% of total revenues and other on an excluding-equity-investments basis. Subsequent to year-end, the company agreed to a unit redemption with Occidental for approximately 15.3 million common units on February 3, 2026, after which Occidental is stated to hold 38.3% of outstanding common units. Liquidity remained substantial. Cash and cash equivalents were $819,491 thousand at December 31, 2025, the effective RCF borrowing capacity was $2.0 billion, and the working capital surplus was $420.5 million. Total debt carrying value was $8.6 billion. The board declared a fourth-quarter 2025 distribution of $0.910 per unit, unchanged from the prior quarter, and 2026 capital expenditures are expected to range from $850.0 million to $1.0 billion.

Feb 18, 2026 8-K

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.

Feb 18, 2026 8-K

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.

Jan 22, 2026 8-K

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.

Dec 4, 2025 8-K

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.

Nov 4, 2025 10-Q

Western Midstream Partners Quarterly Report for Q3 Ended Sep 30, 2025

Western Midstream Partners, LP (WES) reported third-quarter 2025 results in its Form 10-Q filed November 4, 2025. Total revenues and other were $952.5 million for the three months ended September 30, 2025, versus $883.4 million a year earlier, and net income attributable to Western Midstream Partners, LP was $339.6 million, compared with $288.5 million. For the nine months, net income attributable to the Partnership was $990.3 million, down from $1.24 billion, primarily because of a $299.4 million gain on divestiture in the prior-year period. Adjusted EBITDA was $633.8 million for the quarter and $1.85 billion for the nine months, compared with $1.75 billion a year earlier. Free Cash Flow was $1.19 billion for the nine months, versus $1.01 billion in the prior-year period, and the Partnership repurchased no common units under its $250.0 million 2025 Purchase Program. The balance sheet shows cash and cash equivalents of $177.3 million at September 30, 2025, down from $1.09 billion at year-end 2024, after the retirement of $1.0 billion of 2025 senior notes. Short-term debt fell to $13.1 million, and long-term debt was $6.92 billion. The Board declared a third-quarter distribution of $0.910 per unit, unchanged from the second quarter, totaling $379.5 million, payable November 14, 2025. The filing also discloses a subsequent event: the October 15, 2025 acquisition of Aris Water Solutions, Inc. for $1.5 billion in equity and cash plus about $500 million of assumed senior notes, funded with roughly 26.6 million common units and $415.0 million in cash borrowed under the commercial paper program. Initial purchase accounting was not complete at filing. The Partnership's $2.0 billion revolving credit facility was undrawn at quarter-end, and it had $2.0 billion of effective borrowing capacity. Occidental remains the only customer exceeding 10% of revenues and holds a 42.4% limited partner interest. The filing also flags an ongoing discussion with Occidental about cost-of-service rate calculations on the DJ Basin oil-gathering system that could affect rates if resolved adversely.

Nov 4, 2025 8-K

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.

Oct 15, 2025 8-K

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.

Aug 6, 2025 10-Q

Western Midstream Partners Quarterly Report for Q2 Ended Jun 30, 2025

Western Midstream Partners, LP and its operating subsidiary Western Midstream Operating, LP reported second-quarter 2025 results in this Form 10-Q. For the three months ended June 30, 2025, total revenues and other were $942.3 million (versus $905.6 million in the prior-year quarter), and net income attributable to Western Midstream Partners, LP was $341.7 million, compared with $378.6 million a year earlier. For the six months ended June 30, 2025, net income attributable to the Partnership was $650.7 million, versus $951.5 million in 2024; the 2024 period included a $298.96 million gain on divestiture and other, net, largely from the sale of equity investments and the Marcellus Interest. Adjusted EBITDA was $617.9 million for the second quarter and $1.21 billion for the six months, and Free Cash Flow was $787.8 million for the six months, versus $649.8 million a year earlier. The Partnership's cash and cash equivalents fell to $129.7 million at June 30, 2025, from $1.09 billion at December 31, 2024, after WES Operating retired the $1.0 billion of 3.100% and 3.950% Senior Notes due 2025 at par. Total debt carrying value was $6.9 billion, with no borrowings under the $2.0 billion revolving credit facility and no commercial paper outstanding. The Board declared a second-quarter 2025 distribution of $0.910 per unit, unchanged from the first quarter, totaling $355.3 million, and no common units were repurchased under the $250.0 million 2025 Purchase Program. In a subsequent event dated August 6, 2025, the Partnership agreed to acquire Aris Water Solutions Inc. by merger in a transaction valued at $1.5 billion in equity and cash, plus Aris's $500 million of senior notes. The filing states that the Partnership expects to issue approximately 26.6 million common units and pay approximately $415 million in cash, with closing expected in the fourth quarter of 2025, subject to regulatory approvals and Aris shareholder approval.

Aug 6, 2025 10-Q

Western Midstream Partners Quarterly Report for Q1 Ended Mar 31, 2025

Western Midstream Partners, LP (WES) reported first-quarter 2025 net income attributable to Western Midstream Partners, LP of $309.0 million, or $0.79 per common unit (diluted), compared with $572.8 million, or $1.47 per unit, in the first quarter of 2024. The prior-year period included a $239.6 million gain on divestiture and other, net, tied to the sale of equity investments in the first quarter of 2024, which accounts for much of the year-over-year decline. Total revenues and other rose to $917.1 million from $887.7 million, with fee-based service revenues of $823.2 million versus $781.3 million. Adjusted EBITDA was $593.6 million compared with $608.4 million a year earlier, and Adjusted Gross Margin was $860.8 million versus $845.1 million. Operation and maintenance expense increased to $226.5 million from $194.9 million. Cash flow and liquidity improved: net cash provided by operating activities was $530.8 million versus $399.7 million, and Free Cash Flow was $399.4 million compared with $225.0 million in the prior-year quarter, mainly reflecting lower capital expenditures of $142.4 million versus $193.8 million. Cash and cash equivalents fell to $448.4 million from $1.09 billion at year-end 2024, as WES retired the $663.8 million principal of its 3.100% Senior Notes due 2025 at maturity. Total debt carrying value was $7.3 billion, with $336.8 million of senior notes due within the next year, and the $2.0 billion revolving credit facility was undrawn with no commercial paper outstanding. The Board declared a first-quarter 2025 distribution of $0.910 per unit, up from $0.875, totaling $355.3 million, and authorized a $250.0 million unit buyback through December 31, 2026, under which no units had been repurchased as of March 31, 2025. The filing also flags concentration and contractual risk: Occidental is the only customer exceeding 10% of consolidated revenues, and the Partnership is discussing with Occidental differing interpretations of the cost-of-service rate calculation under an oil-gathering contract for the DJ Basin system. The filing states that an adverse resolution could reduce rates and result in a non-cash charge to earnings. Throughput attributable to WES for natural-gas assets was 5,110 MMcf/d, up 2% from the prior-year quarter, with the North Loving plant start-up adding 250 MMcf/d of processing capacity at the West Texas complex in late February 2025.

May 7, 2025 8-K

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.

May 7, 2025 8-K

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.

Apr 9, 2025 8-K

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.

Feb 26, 2025 10-K

Western Midstream Partners Annual Report, Year Ended Dec 31, 2024

Western Midstream Partners, LP (NYSE: WES) reported full-year 2024 results in its Form 10-K filed February 26, 2025. Total revenues and other rose to $3.61 billion in 2024 from $3.11 billion in 2023, and net income attributable to Western Midstream Partners, LP was $1.57 billion versus $1.02 billion. Adjusted EBITDA was $2.34 billion compared with $2.07 billion in 2023, and Free Cash Flow was $1.32 billion versus $0.96 billion. The company reported that 95% of its wellhead natural-gas volume and 100% of its crude-oil and produced-water throughput (excluding equity investments) were serviced under fee-based contracts in 2024. The partnership divested several non-core interests in 2024, including its 33.75% Marcellus Interest systems for $206.2 million and several equity investments to third parties for $588.6 million in combined proceeds. It also issued $800.0 million of 5.450% Senior Notes due 2034, retired $150.0 million of senior notes through open-market repurchases, and reported $2.0 billion of effective borrowing capacity under its revolving credit facility as of December 31, 2024. In February 2025, the Board authorized a new buyback program of up to $250.0 million through December 31, 2026, and the fourth-quarter 2024 distribution was declared at $0.875 per unit, unchanged from the prior quarter. Investors should note the concentration of revenue with Occidental Petroleum, which accounted for 60% of total revenues and other in 2024 and owns the general partner and about 43.5% of common units. The filing also cites the expected completion of the North Loving Plant in the first quarter of 2025 and 2025 capital expenditures guided to between $625.0 million and $775.0 million.

Feb 26, 2025 8-K

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.

Feb 18, 2025 8-K

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.

Nov 6, 2024 10-Q

Western Midstream Partners Quarterly Report for Q3 Ended Sep 30, 2024

Western Midstream Partners, LP (WES) reported third-quarter 2024 results in this Form 10-Q. For the three months ended September 30, 2024, total revenues and other were $883.4 million, operating income was $395.9 million, and net income was $295.9 million, compared with net income of $284.4 million in the same period of 2023. For the nine months ended September 30, 2024, net income was $1.27 billion, which includes a $299.4 million gain on divestiture and other, net, largely from the first-quarter sale of several equity investments and the second-quarter sale of the Marcellus Interest systems. Adjusted EBITDA was $566.9 million for the quarter and $1.75 billion for the nine months, and free cash flow was $1.01 billion for the nine months versus $682.2 million a year earlier. The balance sheet shows cash and cash equivalents of $1.12 billion at September 30, 2024, up from $272.8 million at year-end 2023, with total debt carrying value of $7.9 billion. WES Operating issued $800.0 million of 5.450% Senior Notes due 2034 in the third quarter and plans to use the proceeds to repay part of the 2025 maturities. Commercial paper of $610.3 million was repaid during the period, and $2.0 billion of revolving credit capacity was undrawn at quarter-end. Distributions of $0.875 per unit were declared for the third quarter, totaling $340.9 million, payable November 14, 2024. The filing notes that Occidental Petroleum is the general partner's parent and the largest source of related-party revenue, and that the company is discussing contract interpretations with Occidental regarding cost-of-service rates for the DJ Basin oil-gathering system. A negative resolution could reduce rates and result in a non-cash charge. Throughput attributable to WES for natural-gas assets was 5,016 MMcf/d for the quarter, and $627.8 million remained under the $1.25 billion unit repurchase program.

Nov 6, 2024 8-K

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.

Nov 1, 2024 8-K

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.

Aug 20, 2024 8-K

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.

Aug 14, 2024 10-Q

Western Midstream Partners Quarterly Report for Q2 Ended Jun 30, 2024

Western Midstream Partners, LP (WES) reported second-quarter 2024 results in this Form 10-Q. Total revenues and other were $905.6 million for the three months ended June 30, 2024, compared with $738.3 million a year earlier, and $1.79 billion for the six months ended June 30, 2024, versus $1.47 billion in the prior-year period. Net income attributable to Western Midstream Partners, LP was $378.6 million for the quarter ($0.97 per common unit, diluted) and $951.5 million for the six months ($2.43 per common unit, diluted). Results for the first half were lifted by net gains on divestiture of $298.96 million, primarily from the first-quarter sale of several equity investments (Mont Belvieu JV, Whitethorn LLC, Panola and Saddlehorn) and the second-quarter sale of the 33.75% Marcellus Interest systems. Adjusted EBITDA was $578.1 million for the quarter and $1.19 billion for the six months, while free cash flow was $424.8 million for the quarter and $649.8 million for the six months. Net cash provided by operating activities was $1.03 billion for the six months. Capital expenditures were $405.7 million for the six months, led by the West Texas complex, including engineering and equipment milestone payments for the North Loving Plant. Debt carrying value was $7.1 billion at June 30, 2024, with $2.0 billion of effective borrowing capacity under the revolving credit facility and no commercial paper outstanding. The Board declared a second-quarter 2024 distribution of $0.875 per unit, unchanged from the first quarter, totaling $340.9 million. Throughput attributable to WES for natural-gas assets was 4,988 MMcf/d for the quarter and 4,989 MMcf/d for the six months, while crude-oil and NGL throughput declined to 515 MBbls/d for the quarter, reflecting divestitures. Produced-water throughput was 1,080 MBbls/d for the quarter. Management reported that disclosure controls were effective as of June 30, 2024.

Aug 7, 2024 8-K

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.

Aug 7, 2024 8-K

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.

May 16, 2024 10-Q

Western Midstream Partners Quarterly Report for Q1 Ended Mar 31, 2024

Western Midstream Partners, LP (the Partnership) reported first-quarter 2024 net income of $586.2 million, compared with $208.3 million in the first quarter of 2023. Total revenues and other rose to $887.7 million from $734.0 million, and operating income was $679.4 million versus $290.2 million. The increase was driven largely by a $239.6 million gain on divestiture and other, net, which resulted from the first-quarter sale of interests in Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn for combined proceeds of $588.6 million. Service revenues – fee based were $781.3 million, up from $647.9 million, reflecting the Meritage acquisition and higher throughput. Operating metrics improved year over year. Natural-gas throughput attributable to WES was 4,990 MMcf/d, and produced-water throughput was 1,126 MBbls/d, while crude-oil and NGLs throughput fell to 565 MBbls/d due to the divestitures. Adjusted EBITDA was $608.4 million versus $498.7 million a year earlier, and Free cash flow was $225.0 million versus $141.6 million. Net cash provided by operating activities was $399.7 million, compared with $302.4 million. The balance sheet reflects debt reduction and asset sales. Short-term debt fell to $108.4 million from $617.7 million after net commercial paper repayments of $510.4 million, and total long-term debt carrying value was $7.27 billion. The Partnership declared a first-quarter 2024 distribution of $0.875 per unit, up from $0.575 in the fourth quarter of 2023, and it had $627.8 million remaining under its $1.25 billion buyback program, with no units repurchased in the quarter. The Marcellus Interest systems sale closed in April 2024 for proceeds of $206.2 million, with an estimated net gain of approximately $65.0 million expected in the second quarter.

May 8, 2024 8-K

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.

May 8, 2024 8-K

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.

Feb 21, 2024 10-K

Western Midstream Partners Annual Report, Year Ended Dec 31, 2023

Western Midstream Partners, LP (NYSE: WES) reported fiscal 2023 results in this Form 10-K filed February 21, 2024. Total revenues and other were $3,106,476 thousand ($3.11 billion) versus $3,251,721 thousand in 2022, while net income attributable to Western Midstream Partners, LP was $1,022,216 thousand versus $1,217,103 thousand. Adjusted EBITDA was $2,068,633 thousand compared with $2,127,973 thousand, and Free cash flow was $964,205 thousand compared with $1,268,463 thousand. Operating cash flow was $1,661,334 thousand. Growth came mainly from the October 2023 acquisition of Meritage Midstream Services II, LLC for $885.0 million, which expanded the Powder River Basin complex, alongside higher natural-gas and produced-water throughput. Crude-oil and NGLs throughput declined 4%. The balance sheet carried total debt of $7.9 billion at December 31, 2023, with a $311.6 million working capital deficit attributed mainly to commercial paper classified as short-term debt. Fitch upgraded WES Operating's long-term debt to BBB-, and the company's senior unsecured ratings are now investment grade at S&P, Moody's and Fitch. Occidental Petroleum owns the general partner and held 48.8% of outstanding common units. Management declared a fourth-quarter 2023 distribution of $0.575 per unit, and $627.8 million remained authorized under the $1.25 billion unit repurchase program. Subsequent to year end, on February 21, 2024, the Partnership announced agreements to divest its 33.75% Marcellus Interest, 15% Panola, 25% Mont Belvieu JV, 20% Whitethorn LLC and 20% Saddlehorn interests for combined proceeds of $790.0 million and an estimated net gain of approximately $300.0 million. The Mont Belvieu JV and Whitethorn sales closed on February 16, 2024 and resolved related lawsuits. The remaining sales are expected to close in the first or second quarter of 2024.

Feb 21, 2024 8-K

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.

Nov 16, 2023 10-Q

Western Midstream Partners Quarterly Report for Q3 Ended Sep 30, 2023

Western Midstream Partners, LP reported third-quarter 2023 total revenues and other of $776.0 million, down from $837.6 million in the third quarter of 2022, and net income of $284.4 million, up from $273.6 million. For the nine months ended September 30, 2023, revenues and other were $2.25 billion (versus $2.47 billion) and net income was $752.3 million (versus $906.4 million). Adjusted EBITDA was $510.9 million for the quarter, up from $488.3 million in the second quarter of 2023, but $1.50 billion for the nine months, compared with $1.61 billion a year earlier. Free cash flow for the nine months was $682.2 million, down from $902.9 million. Management attributed the nine-month decline mainly to lower revenues and other, higher operation and maintenance expense, and higher capital expenditures, which were $536.4 million for the period. The partnership closed the $885.0 million acquisition of Meritage Midstream Services II, LLC on October 13, 2023, funded with cash including proceeds from a $600.0 million 6.350% Senior Notes due 2029 offering and RCF borrowings. During 2023, WES Operating also issued $750.0 million of 6.150% Senior Notes due 2033, repurchased $276.7 million of senior notes, and redeemed the $213.1 million Floating-Rate Senior Notes due 2023. Fitch upgraded WES Operating's long-term debt to BBB-, and its senior unsecured debt is now rated investment grade by Standard and Poor's, Moody's Investors Services, and Fitch Ratings. Total debt carrying value was $7.3 billion, with $2.0 billion available under the $2.0 billion RCF. For unitholders, the Board declared a third-quarter 2023 distribution of $0.5750 per unit, a $0.0125 increase from the second quarter, totaling $223.4 million payable November 13, 2023. The partnership repurchased 5,387,322 common units for $134.6 million during the nine months, including 5,100,000 units bought from Occidental, leaving $627.8 million authorized under its $1.25 billion buyback program. The filing also discloses a $52.1 million impairment of Rockies assets following a contract termination notice received in the first quarter of 2023, and an ongoing dispute with Occidental over cost-of-service rates on the DJ Basin oil-gathering system.

Nov 1, 2023 8-K

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.

Nov 1, 2023 8-K

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.

Sep 29, 2023 8-K

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.

Sep 12, 2023 8-K

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-.

Aug 8, 2023 10-Q

Western Midstream Partners Quarterly Report for Q2 Ended Jun 30, 2023

Western Midstream Partners, LP (WES) reported second-quarter 2023 results in this Form 10-Q, with its consolidated financial statements presented alongside those of its operating subsidiary, Western Midstream Operating, LP. For the three months ended June 30, 2023, total revenues and other were $738.3 million (versus $876.4 million in the 2022 period), operating income was $336.7 million, and net income attributable to Western Midstream Partners, LP was $252.9 million, or $0.64 per common unit (diluted), compared with $0.74 a year earlier. For the six months ended June 30, 2023, net income attributable to the Partnership was $456.6 million, or $1.16 per unit, and operating income included a $52.6 million impairment, of which $52.1 million related to Rockies assets following a contract termination notice. Net cash provided by operating activities for the six months was $793.2 million, and Adjusted EBITDA was $987.0 million, against capital expenditures of $334.6 million. Balance-sheet and financing activity was significant during the quarter. WES Operating issued $750.0 million of 6.150% Senior Notes due 2033, used to repay revolving credit facility borrowings and for general partnership purposes, and it redeemed the $213.1 million Floating-Rate Senior Notes due 2023 with cash on hand. The Partnership reported long-term debt of $6.82 billion and $2.0 billion of available borrowing capacity under its revolving credit facility, which was extended to April 2028. Fitch upgraded WES Operating's long-term debt to BBB-, and the filing states that its senior unsecured ratings are now investment grade at S&P, Moody's, and Fitch. Distributions to unitholders for the second quarter were declared at $0.5625 per unit, up from $0.500 in the prior quarter, following a $0.356 per unit Enhanced Distribution paid on May 15, 2023. Throughput and margins were mixed. Total throughput attributable to WES for natural-gas assets was 4,254 MMcf/d for the second quarter, a 4% increase from the first quarter, while six-month crude-oil and NGLs throughput declined 8% year over year. Adjusted gross margin was $707.4 million for the quarter, up 2% from the prior quarter but down 4% for the six months. The filing also discusses an ongoing dispute with Occidental over cost-of-service rate calculations on the DJ Basin oil-gathering system, which could reduce rates and lead to a non-cash charge if resolved adversely.

Aug 8, 2023 10-Q

Western Midstream Partners Quarterly Report for Q1 Ended Mar 31, 2023

Western Midstream Partners, LP reported net income of $208.3 million for the three months ended March 31, 2023, compared with $317.7 million a year earlier. Net income attributable to Western Midstream Partners, LP was $203.6 million, versus $308.7 million. Total revenues and other were $734.0 million, down from $758.3 million. Operating income fell to $290.2 million from $404.8 million, mainly because of $52.4 million of long-lived asset and other impairments and higher operation and maintenance expense of $174.2 million, compared with $129.0 million. Adjusted EBITDA was $498.7 million, versus $539.1 million, and Free cash flow was $141.6 million, versus $200.3 million. Net cash provided by operating activities was $302.4 million. At March 31, 2023, cash and cash equivalents were $112.6 million and the carrying value of debt was $6.7 billion. WES Operating redeemed the $213.1 million Floating-Rate Senior Notes due 2023 and had $495.0 million of revolving credit facility borrowings outstanding, leaving $1.5 billion of available capacity. The Board declared a regular distribution of $0.500 per unit plus an Enhanced Distribution of $0.356 per unit, or $0.856 per unit in total, payable May 15, 2023. The Partnership repurchased 285,688 common units for $7.1 million in the quarter, and $755.3 million remained under its $1.25 billion buyback program. In April 2023, WES Operating completed a $750.0 million offering of 6.150% Senior Notes due 2033, used the proceeds to repay all revolving credit facility borrowings, and amended the facility to extend maturity to April 2028 with capacity of up to $2.0 billion. Occidental remains the only customer above 10% of consolidated revenues. Separately, the filing discloses an amendment to a Delaware Basin gas gathering agreement with an Occidental subsidiary that extends the primary term through at least December 31, 2035, and it describes ongoing disputes, including a disagreement with Occidental over cost-of-service rate calculations for the DJ Basin oil-gathering system.

May 3, 2023 8-K

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.

May 3, 2023 8-K

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.

Apr 10, 2023 8-K

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.

Apr 5, 2023 10-K

Western Midstream Partners Annual Report (Amendment), Year Ended Dec 31, 2022

This Part III disclosure from Western Midstream Partners, LP (WES) covers 2022 executive compensation for its named executive officers: Michael P. Ure (President and CEO), Kristen S. Shults (SVP and CFO, promoted May 2, 2022), Christopher B. Dial, Robert W. Bourne, Catherine A. Green, and former SVP and Co-COO Craig W. Collins, who left WES effective November 11, 2022. The filing states that WES has substantially completed its shift to becoming a functionally independent company and that the Board is focused on cost efficiencies, service quality, safety and reliability, and a balanced approach to distributions, debt reduction, and common unit repurchases. The Board established a Compensation Committee in February 2022. Pay is weighted toward at-risk compensation: the filing states that more than 77% of executive officer pay is at risk, that 88% of the CEO's target direct compensation is performance- or time-based, and that 77% of the other NEOs' target direct compensation is at risk on average. The 2022 performance results cited in the filing include year-end net leverage of approximately 3.1 times against an enhanced distribution target of 3.4 times, and Adjusted EBITDA of $2,127.9 million against a $1,975 million target. Free cash flow was $1,357.8 million against a $1,250 million target, and the Board approved a 157% payout under the 2022 WES Cash Bonus Program. The 2020 performance unit awards paid out at 163.3% of target for ROA units and 150% for TUR units. WES had repurchased 19,532,305 units for $487.6 million, which the filing says is 39% of a $1.25 billion repurchase program. CEO Ure's 2022 total compensation was $7,648,005, and the filing reports a CEO pay ratio of 46 times the median employee's total annual compensation of $166,363, based on 1,217 employees. Collins's 2022 total of $5,048,486 includes $1,906,098 in All Other Compensation, which includes severance-related benefits under the Executive Severance Plan.

Feb 23, 2023 10-K

Western Midstream Partners Annual Report, Year Ended Dec 31, 2022

Western Midstream Partners, LP (NYSE: WES) reported full-year 2022 results in this Form 10-K filed February 22, 2023. Total revenues and other were $3,251,721 thousand for 2022, up from $2,877,155 thousand in 2021, and net income attributable to Western Midstream Partners, LP was $1,217,103 thousand, compared with $916,292 thousand in 2021. Adjusted EBITDA was $2,127,973 thousand, and Free cash flow was $1,268,463 thousand, down from $1,490,128 thousand in 2021. Management highlighted that 93% of wellhead natural-gas volume and 100% of crude-oil and produced-water throughput (excluding equity investments) were served under fee-based contracts in 2022. The partnership repurchased 19,532,305 common units for $487.6 million during 2022, including 10,000,000 units bought from Occidental Petroleum, which owns the general partner and 48.4% of common units. The Board raised the unit repurchase authorization from $1.0 billion to $1.25 billion in November 2022, with $762.4 million remaining at year-end. The quarterly distribution was held at $0.50 per unit for the fourth quarter of 2022, and the filing notes that an Enhanced Distribution tied to prior-year Free cash flow is planned for 2023 onward, subject to Board discretion and leverage targets. Balance-sheet and portfolio actions included the sale of the 15% Cactus II interest for $264.8 million (net gain of $109.9 million), the acquisition of the remaining 50% of Ranch Westex for $40.1 million, and the redemption of $502.2 million of 4.000% senior notes due 2022. Carrying value of outstanding debt was $6.8 billion at year-end, the RCF had $1.6 billion of available capacity, and the filing states that S&P upgraded WES Operating's long-term debt to BBB- in January 2022. Occidental remains the dominant customer, accounting for 55% of total revenues and other.

Feb 22, 2023 8-K

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.

Feb 22, 2023 10-Q

Western Midstream Partners Quarterly Report for Q3 Ended Sep 30, 2022

Western Midstream Partners, LP (WES) reported third-quarter 2022 results in this Form 10-Q for the period ended September 30, 2022. For the three months ended September 30, 2022, total revenues and other were $837.6 million versus $763.8 million a year earlier, and net income attributable to Western Midstream Partners, LP was $265.7 million versus $255.7 million. For the nine months, net income attributable to the Partnership was $880.8 million versus $672.8 million, and total revenues and other were $2.47 billion versus $2.16 billion. Adjusted EBITDA for the nine months was $1.61 billion versus $1.47 billion, and free cash flow was $902.9 million versus $911.6 million. Operating cash flow for the nine months was $1.21 billion, and cash used in financing included $447.1 million of unit repurchases and $538.7 million of distributions to unitholders. The Partnership's quarterly distribution was $0.50000 per unit for the second and third quarters of 2022, and it repurchased 17,982,357 common units for $447.1 million during the nine months, including 10,000,000 units bought from Occidental. Net debt structure remained largely unchanged: total carrying value of debt was $7.0 billion, with $625.0 million outstanding under the $2.0 billion revolving credit facility and $1.4 billion of available capacity. WES Operating redeemed its $502.2 million 4.000% Senior Notes due 2022 at par during the second quarter. Subsequent events disclosed in the filing include the planned sale of the 15.00% interest in Cactus II for $264.8 million, expected to be received in the fourth quarter of 2022, and a board authorization in November 2022 to increase the unit buyback program from $1.0 billion to $1.25 billion. The filing also notes an ongoing related-party dispute with Occidental over cost-of-service rate calculations for the DJ Basin oil-gathering system.

Nov 2, 2022