SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 4, 2010
WESTERN GAS PARTNERS, LP
(Exact name of registrant as specified in its charter)
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001-34046
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26-1075808 |
(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive office) (Zip Code)
(832) 636-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01 Other Events
On February 3, 2010, Western Gas Partners, LP (the “Partnership”) filed a Current Report on Form
8-K (the “Initial Report”) to report, among other things, the closing of its acquisition of certain
midstream assets from certain affiliates of Anadarko Petroleum Corporation (“Anadarko”), consisting
of a 100% ownership interest in the following assets: (i) an approximately 750-mile natural gas
gathering system and related compression and other ancillary equipment, known collectively as the
“Granger gathering system,” located in Sublette, Lincoln, Uinta and Sweetwater Counties of Wyoming;
and (ii) gas processing facilities with cryogenic capacity of 200 MMcf/d and combined refrigeration
capacity of 145 MMcf/d with NGL fractionation located in Sweetwater County, Wyoming. These assets
are referred to collectively as the “Granger Operations” and the acquisition as the “Granger
Acquisition.” Consideration for the Granger Operations consisted of (i) $241.7 million in cash,
which was funded with $210.0 million of borrowings under the Partnership’s revolving credit
facility plus cash on hand, and (ii) the issuance of 620,689 common units and 12,667 general
partner units to affiliates of Anadarko. The terms of the Granger Acquisition were unanimously
approved by the Board of Directors of the Partnership’s general partner and by the Board’s special
committee.
On March 26, 2010, the Partnership also filed a Current Report on Form 8-K/A (the “Amendment”)
amending and supplementing the Initial Report to include the audited financial statements of the
Granger Operations and the unaudited pro forma financial statements of the Partnership required by
Items 9.01(a) and 9.01(b) of Form 8-K and to include exhibits under Item 9.01(d) of Form 8-K. No
other modifications to the Initial Report were made by the Amendment.
Due to Anadarko’s control of the Partnership through its ownership of the general partner, the
acquisition of the Granger Operations was considered a transfer of net assets between entities
under common control. As a result, the Partnership is required to revise its financial statements
to include the activities of the Granger Operations as of the date of common control. As such,
Exhibits 12.1, 99.1, 99.2 and 99.3 included in this Current Report on Form 8-K give retroactive
effect to the acquisition of the Granger Operations as if the Partnership owned the Granger
Operations since August 23, 2006, the date Anadarko acquired the Granger Operations in conjunction
with its acquisition of Western Gas Resources, Inc.
The Partnership’s Annual Report Form 10-K for the year ended December 31, 2009 (the “2009 Form
10-K”) as filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2010 is hereby
revised by this Current Report on Form 8-K as follows:
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The Computation of Ratio of Earnings to Fixed Charges of the Partnership included herein
on Exhibit 12.1 supersedes Exhibit 12.1 of Item 15 in the 2009 Form 10-K. |
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The Selected Financial and Operating Data of the Partnership included herein on Exhibit
99.1 supersedes Item 6 in the 2009
Form 10-K. |
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The Management’s Discussion and Analysis of Financial Condition and Results of
Operations of the Partnership included herein on Exhibit 99.2 supersedes Item 7 in the 2009
Form 10-K. |
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The Consolidated Financial Statements and Supplemental Quarterly Information of the
Partnership included herein on Exhibit 99.3 supersede Item 8 in the 2009 Form 10-K, except for Management’s
Assessment of Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm with regard
to internal control over financial reporting, included at pages F-2 and F-3 of the 2009 Form 10-K, respectively, which are not impacted
by this Current Report on Form 8-K. |
Other than the revisions noted above, we have made no attempt to revise any other sections of our
2009 Form 10-K.
This report is also being filed to provide the consolidated balance sheet of Western Gas Holdings,
LLC as of December 31, 2009, which is included as
Exhibit 99.4 to this Current Report on Form 8-K. Western Gas
Holdings, LLC is the general partner of the Partnership. The consolidated balance sheet of Western
Gas Holdings, LLC includes the net assets of the Granger Operations as if they were owned by the
Partnership on December 31, 2009.
This Current Report on Form 8-K should be read in conjunction with the 2009 Form 10-K. Any
references herein to Item 6 of the 2009 Form 10-K refer to Exhibit 99.1, references herein to Item
7 of the 2009 Form 10-K refer to Exhibit 99.2 and references to Item 8 of the 2009 Form 10-K refer
to Exhibit 99.3. As of the date of this Current Report on Form 8-K, future references to the
Partnership’s historical financial statements should be made to this Current Report and future
quarterly and annual reports on Form 10-Q and Form 10-K, respectively.
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