UNITED STATES
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
November 9, 2010
Date of Report (Date of earliest event reported)
WESTERN GAS PARTNERS, LP
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
|
| Delaware
|
|
001-34046
|
|
26-1075808 |
| (State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of incorporation)
|
|
File Number)
|
|
Identification Number) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive offices)
(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:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01. Entry into a Material Definitive Agreement.
On November 9, 2010, Western Gas Partners, LP (the “Partnership”), together with
its general partner, entered into an Underwriting Agreement (the “Underwriting Agreement”) with
Morgan Stanley & Co. Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche
Bank Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters, relating to the public offering of 7,500,000 common units
representing limited partnership interests in the Partnership at the public offering price less
underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Partnership has
also granted the underwriters a 30-day option to purchase up to an additional 1,125,000
common units at the same price.
The transaction under the Underwriting Agreement is expected to close on November 15,
2010, subject to customary closing conditions. The net proceeds from the sale of the common units
sold pursuant to the Underwriting Agreement (assuming no exercise of the underwriters’ option to
purchase additional common units) are expected to be approximately $219.8 million
(including the proportionate capital contribution by the Partnership’s general partner and after
deducting underwriting discounts and commissions and estimated expenses).
The offering was made pursuant to the Partnership’s shelf registration statement on Form S-3
(File No. 333-160000), which became effective on August 17, 2009.
The Underwriting Agreement contains customary representations, warranties and agreements by
the Partnership, and customary conditions to closing, indemnification obligations of the
Partnership and the underwriters, including for liabilities under the Securities Act of 1933, other
obligations of the parties and termination provisions. The foregoing description of the
Underwriting Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and
incorporated by reference herein.
Relationships
From time to time, certain of the underwriters and their related entities have engaged,
and may in the future engage, in commercial and investment banking transactions with the
Partnership in the ordinary course of their business. They have received, and expect to receive,
customary compensation and expense reimbursement for these commercial and investment banking
transactions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
|
|
| Exhibit Number |
|
Description of the Exhibit |
Exhibit 1.1
|
|
Underwriting Agreement, dated November 9, 2010, by and
among the Partnership, Western Gas Holdings, LLC and Morgan
Stanley & Co. Incorporated, Barclays Capital Inc., Citigroup
Global Markets Inc., Deutsche Bank Securities Inc., UBS
Securities LLC and Wells Fargo Securities, LLC. |
|
|
|
Exhibit 5.1
|
|
Opinion of Vinson & Elkins L.L.P. regarding legality of the Units. |
|
|
|
Exhibit 8.1
|
|
Opinion of Bingham McCutchen LLP relating to tax matters. |