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
Date of Report (Date of earliest event reported): December 9, 2009 (December 4, 2009)
WESTERN GAS PARTNERS, LP
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-34046
|
|
26-1075808 |
(State or other jurisdiction
of incorporation or organization)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive office) (Zip Code)
(832) 636-6000
(Registrants’ 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 December 4, 2009, Western Gas Partners, LP (the “Partnership”), together with its general
partner and certain subsidiaries, entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Goldman, Sachs & Co. and Wells Fargo Securities, LLC relating to the public offering of 6,000,000
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
900,000 common units at the same price.
The transaction under the Underwriting Agreement closed on December 9, 2009. 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 approximately $106.4 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 |
1.1
|
|
Underwriting Agreement, dated December 4, 2009 by and among the
Partnership, Western Gas Holdings, LLC, Western Gas Operating, LLC
and WGR Operating, LP and Barclays Capital Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and
Wells Fargo Securities, LLC. |
|
|
|
5.1
|
|
Opinion of Akin Gump Strauss Hauer & Feld LLP regarding legality
of the securities being registered. |
|
|
|
8.1
|
|
Opinion of Bingham McCutchen LLP relating to tax matters. |