Edgar Filing: Western Gas Partners LP

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 5)

Western Gas Partners, LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

958254-10-4

(CUSIP Number)

Amanda M. McMillian
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(832) 636-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 8, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


		CUSIP No. 958254-10-4	13D/A	Page		2		of		9

NAME OF REPORTING PERSONS

Anadarko Petroleum Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

39,789,221 common units

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

39,789,221 common units

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39,789,221 common units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

47.1%

TYPE OF REPORTING PERSON

HC; CO


		CUSIP No. 958254-10-4	13D/A	Page		3		of		9

NAME OF REPORTING PERSONS

Western Gas Resources, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

39,789,221 common units

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

39,789,221 common units

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39,789,221 common units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

47.1%

TYPE OF REPORTING PERSON

HC; CO


		CUSIP No. 958254-10-4	13D/A	Page		4		of		9

NAME OF REPORTING PERSONS

WGR Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

39,789,221 common units

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

39,789,221 common units

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39,789,221 common units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

47.1%

TYPE OF REPORTING PERSON

HC; OO - limited liability company


		CUSIP No. 958254-10-4	13D/A	Page		5		of		9


1	NAME OF REPORTING PERSONS Western Gas Holdings, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO (please see Item 3)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER*
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER*

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON*

	OO - limited liability company


*		Western Gas Holdings, LLC, the sole general partner of Western Gas Partners, LP, owns 1,722,266 general partner units and incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in Western Gas Partners, LP.

AMENDMENT NO. 6 TO SCHEDULE 13D

This Amendment No. 6 to Schedule 13D further amends and restates (where indicated) the Schedule 13D initially filed with the Securities and Exchange Commission on May 23, 2008 (as amended prior to this Amendment No. 6, and as further amended hereby, the “Schedule 13D”), and relates to the beneficial ownership by the Reporting Persons of the common units representing limited partner interests of Western Gas Partners, LP, a Delaware limited partnership (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. This Amendment is being filed by the Reporting Persons pursuant to their Joint Filing Statement filed as Exhibit D to the Schedule 13D. This Amendment is being filed to disclose the change in beneficial ownership of the common units by the Reporting Persons resulting from (i) the issuance of 2,950,284 common units representing limited partnership interests (“Common Units”) from the Issuer to WGR Holdings (as defined below) on July 8, 2011, pursuant to the Bison Contribution Agreement (as defined below); and (ii) the conversion on August 15, 2011, of the 26,536,306 subordinated units representing limited partner interests of the Issuer (“Subordinated Units”) held by WGR Holdings into Common Units of the Issuer pursuant to the terms of the Partnership Agreement (as defined below).

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated in its entirety as follows:

The Issuer was formed in August 2007 as a Delaware limited partnership to indirectly own, operate, acquire and develop midstream energy assets that were previously indirectly owned and operated by Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”).

On May 14, 2008, the Issuer closed its initial public offering of 18,750,000 Common Units. In connection with the closing of the initial public offering, the Issuer entered into that certain Contribution, Conveyance and Assumption Agreement dated May 14, 2008 (the “IPO Contribution Agreement”), among the Issuer, Western Gas Holdings, LLC, a Delaware limited liability company (the “General Partner”), WGR Holdings, LLC, a Delaware limited liability company (“WGR Holdings”), WGR Asset Holding Company LLC, a Delaware limited liability company ( “Asset HoldCo” ), Anadarko, Western Gas Operating, LLC, a Delaware limited liability company ( “Operating GP” ), and WGR Operating, LP, a Delaware limited partnership (“OLP”). Pursuant to the IPO Contribution Agreement, the Issuer:

	•		received 100% of the interests in Anadarko Gathering Company, LLC, Pinnacle Gas Treating LLC and MIGC LLC for further contribution to OLP;

	•		issued 1,083,115 general partner units and all of its Incentive Distribution Rights (as defined in the Partnership Agreement) to the General Partner; and

	•		issued 4,973,806 Common Units and 26,536,306 Subordinated Units to WGR Holdings.

In connection with the Offering and the IPO Contribution Agreement, on June 11, 2008, the Issuer issued an additional 2,060,875 Common Units to the public pursuant to the partial exercise of the underwriters’ over-allotment option and 751,625 Common Units to WGR Holdings.

On December 19, 2008, the Issuer closed the transactions contemplated by the Contribution Agreement, dated November 11, 2008 (the “Powder River Contribution Agreement”), among Western Gas Resources, Inc. (“WGR”), Asset HoldCo, WGR Holdings, the General Partner (together with WGR, Asset HoldCo and WGR Holdings, the “Powder River Contributing Parties”), the Issuer, Operating GP and OLP. Pursuant to the Powder River Contribution Agreement:

•

a subsidiary of the Issuer received certain midstream assets from the Powder River Contributing Parties;

Page 6 of 11

	•		the Issuer paid the Powder River Contributing Parties $175,000,000 in cash consideration (which it borrowed from Anadarko pursuant to a Term Loan Agreement dated December 19, 2008); and

	•		the Issuer issued 2,556,891 Common Units to WGR Holdings.

Concurrent with such closing, the General Partner received 52,181 additional general partner units in the Issuer after contributing its 2% undivided interest in the midstream assets, thereby maintaining its 2% general partner interest in the Issuer.

On July 22, 2009, the Issuer closed the transactions contemplated by the Contribution Agreement dated July 10, 2009 (the “Chipeta Contribution Agreement”), among WGR, Asset HoldCo, Anadarko Uintah Midstream, LLC (“AUM”), WGR Holdings, the General Partner, WES GP, Inc. (“WES GP” and, together with the General Partner, WGR, Asset HoldCo, WGR Holdings and AUM, the “Chipeta Contributing Parties”), the Issuer, Operating GP and OLP. Pursuant to the Chipeta Contribution Agreement:

	•		a subsidiary of the Issuer received certain midstream assets from the Chipeta Contributing Parties;

	•		the Issuer paid the Chipeta Contributing Parties $101,450,500 in cash consideration (which it borrowed from Anadarko pursuant to a Term Loan Agreement dated July 22, 2008);

	•		the Issuer issued 351,424 Common Units to WGR Holdings; and

	•		the Issuer issued 7,172 general partner units to the General Partner.

On January 29, 2010, the Issuer closed the transactions contemplated by the Contribution Agreement dated January 29, 2010 (the “Granger Contribution Agreement”), among WGR, Asset HoldCo, Mountain Gas Resources (“MGR”), WGR Holdings, the General Partner, WES GP (together with the General Partner, WGR, Asset HoldCo, WGR Holdings and MGR, the “Granger Contributing Parties”), the Issuer, Operating GP and OLP. Pursuant to the Granger Contribution Agreement:

	•		a subsidiary of the Issuer received certain midstream assets from the Granger Contributing Parties;

	•		the Issuer paid the Granger Contributing Parties $241,680,000 in cash consideration ($210 million of which was borrowed under the Issuer’s revolving credit facility, and the remainder of which was cash on hand);

	•		the Issuer issued 620,689 Common Units to WGR Holdings; and

	•		the Issuer issued 12,667 general partner units to the General Partner.

On August 2, 2010, the Issuer closed the transactions contemplated by the Contribution Agreement dated July 30, 2010 (the “Wattenberg Contribution Agreement”), among WGR, Asset HoldCo, WGR Holdings, the General Partner, WES GP (together with the General Partner, WGR, Asset HoldCo and WGR Holdings, the “Wattenberg Contributing Parties”), the Issuer, Operating GP and OLP. Pursuant to the Wattenberg Contribution Agreement:

	•		a subsidiary of the Issuer received certain midstream assets from the Wattenberg Contributing Parties through the acquisition of 100% of the membership interests in Kerr-McGee Gathering LLC;

	•		the Issuer paid the Wattenberg Contributing Parties $473,100,000 in cash consideration (which was funded through: (i) $250 million borrowed under a term loan agreement, (ii) $200 million borrowed under the Issuer’s revolving credit facility, and (iii) cash on hand);

Page 7 of 11

	•		the Issuer issued 1,048,196 Common Units to WGR Holdings; and

	•		the Issuer issued 21,392 general partner units to the General Partner.

On July 8, 2011, the Issuer closed the transactions contemplated by the Contribution Agreement dated July 1, 2011 (the “Bison Contribution Agreement”), among WGR, Asset HoldCo, WGR Holdings, the General Partner, WES GP (together with the General Partner, WGR, Asset HoldCo and WGR Holdings, the “Bison Contributing Parties”), the Issuer, Operating GP and OLP. Pursuant to the Bison Contribution Agreement:

	•		a subsidiary of the Issuer received certain midstream assets from the Bison Contributing Parties;

	•		the Issuer paid the Bison Contributing Parties $25,000,000 in cash consideration (which was funded through cash on hand);

	•		the Issuer issued 2,950,284 Common Units to WGR Holdings; and

	•		the Issuer issued 60,210 general partner units to the General Partner.

On August 15, 2011, pursuant to the terms of the Partnership Agreement, 26,536,306 Subordinated Units held by WGR Holdings converted into Common Units on a one-for-one basis in connection with the expiration of the Subordination Period (as defined in the Partnership Agreement).

Item 5. Interest in Securities of the Issuer

Item 5(a) and (b) of Schedule 13D are hereby amended and restated in their entirety to read as follows:

(a) (1) WGR Holdings is the record and beneficial owner of 39,789,221 Common Units, which based on there being 84,390,999 Common Units outstanding as of August 15, 2011, represents 47.1% of the outstanding Common Units. On August 15, 2011, the 26,536,306 Subordinated Units owned by WGR Holdings converted into Common Units on a one-for-one basis upon the termination of the subordination period as set forth in the Partnership Agreement. WGR Holdings, as the 99% owner of the General Partner, may also, pursuant to Rule 13d-3, be deemed to beneficially own the 1,722,266 general partner units and the Incentive Distribution Rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in the Issuer held by the General Partner.

(2) Anadarko, as the indirect 100% owner of WGR Holdings, may, pursuant to Rule 13d-3, be deemed to beneficially own the 39,789,221 Common Units held of record by WGR Holdings, which based on there being 84,390,999 Common Units outstanding as of August 15, 2011, represents 47.1% of the outstanding Common Units. Anadarko, as the indirect 100% owner of the General Partner, may also, pursuant to Rule 13d-3, be deemed to beneficially own the 1,722,266 general partner units and the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) with respect to the Issuer held by the General Partner.

(3) WGR, as the sole member of WGR Holdings, may, pursuant to Rule 13d-3, be deemed to beneficially own the 39,789,221 Common Units held of record by WGR Holdings, which based on there being 84,390,999 Common Units outstanding as of August 15, 2011, represents 47.1% of the outstanding Common Units. WGR, as the sole member of WGR Holdings, may also, pursuant to Rule 13d-3, be deemed to beneficially own the 1,722,266 general partner units and the Incentive Distribution Rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) with respect to the Issuer held by the General Partner.

Page 8 of 11

(4) The General Partner, as the sole general partner of the Issuer, does not beneficially own any Common Units of the Issuer. However, the General Partner does own 1,722,266 general partner units and the Incentive Distribution Rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) with respect to the Issuer.

(5) See Schedule 1 for the aggregate number and percentage of Common Units beneficially owned by the Listed Persons.

(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference. See Schedule 1 for the information applicable to the Listed Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of Schedule 13D is hereby amended to add the following language as the last paragraph under the heading “Cash Distributions”:

In connection with the consummation of the transactions contemplated by the Bison Contribution Agreement, the Issuer amended the Partnership Agreement to permit the Issuer to make a special one-time cash distribution to WGR Holdings (without a corresponding distribution to the General Partner or the limited partners of the Issuer) in an amount equal to the cash consideration required to be paid by the Issuer under the Bison Contribution Agreement.

The last paragraph of Item 6 is hereby amended and restated in its entirety to read as follows:

References to, and descriptions of, the Partnership Agreement as set forth in this Item 6 are qualified in their entirety by reference to (1) the First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008, (2) Amendment No. 1 thereto filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on December 23, 2008, (3) Amendment No. 2 thereto filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on April 15, 2009, (4) Amendment No. 3 thereto filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 23, 2009, (5) Amendment No. 4 thereto filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on February 3, 2010, (6) Amendment No. 5 thereto filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on August 5, 2010, and (7) Amendment No. 6 thereto filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 8, 2011, each of which is incorporated in its entirety in this Item 6. References to, and descriptions of, the General Partner LLC Agreement as set forth in this Item 6 are qualified in their entirety by reference to the General Partner LLC Agreement filed as Exhibit 3.2 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008, which is incorporated in its entirety in this Item 6.

Item 7. Material to Be Filed as Exhibits


Exhibit A		First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008 and incorporated herein in its entirety by reference); Amendment No. 1 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on December 23, 2008 and incorporated herein in its entirety by reference); Amendment No. 2 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No.

Page 9 of 11


		001-34046) filed with the Commission on April 15, 2009 and incorporated herein in its entirety by reference); Amendment No. 3 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 23, 2009 and incorporated herein in its entirety by reference); Amendment No. 4 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on February 3, 2010 and incorporated herein in its entirety by reference); Amendment No. 5 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on August 5, 2010 and incorporated herein in its entirety by reference); and Amendment No. 6 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 8, 2011 and incorporated herein in its entirety by reference).

Exhibit B		Omnibus Agreement among Western Gas Partners, LP, Western Gas Holdings, LLC and Anadarko Petroleum Corporation (filed as Exhibit 10.3 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008 and incorporated herein in its entirety by reference); Amendment No. 1 thereto (attached as Exhibit 10.2 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on December 23, 2008 and incorporated herein in its entirety by reference); Amendment No. 2 thereto (attached as Exhibit 10.2 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 23, 2009 and incorporated herein in its entirety by reference); Amendment No. 3 thereto (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on January 7, 2010 and incorporated herein in its entirety by reference); Amendment No. 4 thereto (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on February 3, 2010 and incorporated herein in its entirety by reference); and Amendment No. 5 thereto (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on August 5, 2010 and incorporated herein in its entirety by reference).

Exhibit C		First Amended and Restated Limited Liability Company Agreement of Western Gas Holdings, LLC (attached as Exhibit 3.2 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008 and incorporated herein in its entirety by reference).

Exhibit D		Joint Filing Statement (attached as Exhibit D to the Schedule 13D (File No. 005-84028) filed with the Commission on May 23, 2008 and incorporated herein in its entirety by reference).

Exhibit E		Contribution, Conveyance and Assumption Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, Anadarko Petroleum Corporation, WGR Holdings, LLC, Western Gas Resources, Inc., WGR Asset Holding Company LLC, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 10.2 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008 and incorporated herein in its entirety by reference).

Exhibit F		Contribution Agreement by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on November 13, 2008 and incorporated herein in its entirety by reference).

Page 10 of 11


Exhibit G		Term Loan Agreement by and between Western Gas Partners, LP and Anadarko Petroleum Corporation (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on December 23, 2008 and incorporated herein in its entirety by reference).

Exhibit H		Contribution Agreement by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, Anadarko Uintah Midstream, LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 2.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 23, 2009 and incorporated herein in its entirety by reference).

Exhibit I		Contribution Agreement by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, Mountain Gas Resources LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 2.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on February 3, 2010 and incorporated herein in its entirety by reference).

Exhibit J		Contribution Agreement by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 2.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on August 5, 2010 and incorporated herein in its entirety by reference).

Exhibit K		Contribution Agreement dated July 1, 2011 by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP.

Page 11 of 11

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: August 15, 2011	ANADARKO PETROLEUM CORPORATION
	By:	/s/ R.A. Walker
		Name:	R.A. Walker
		Its: President and Chief Operating Officer

	WESTERN GAS RESOURCES, INC.
	By:	/s/ R.A. Walker
		Name:	R.A. Walker
		Its: Chairman of the Board and President

	WGR HOLDINGS, LLC
	By:	/s/ R.A. Walker
		Name:	R.A. Walker
		Its: President

	WESTERN GAS HOLDINGS, LLC
	By:	/s/ Donald R. Sinclair
		Name:	Donald R. Sinclair
		Its: President and Chief Executive Officer

EXHIBIT INDEX


Exhibit A		First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008 and incorporated herein in its entirety by reference); Amendment No. 1 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on December 23, 2008 and incorporated herein in its entirety by reference); Amendment No. 2 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on April 15, 2009 and incorporated herein in its entirety by reference); Amendment No. 3 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 23, 2009 and incorporated herein in its entirety by reference); Amendment No. 4 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on February 3, 2010 and incorporated herein in its entirety by reference); Amendment No. 5 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on August 5, 2010 and incorporated herein in its entirety by reference); and Amendment No. 6 thereto (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 8, 2011 and incorporated herein in its entirety by reference).

Exhibit B		Omnibus Agreement among Western Gas Partners, LP, Western Gas Holdings, LLC and Anadarko Petroleum Corporation (filed as Exhibit 10.3 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008 and incorporated herein in its entirety by reference); Amendment No. 1 thereto (attached as Exhibit 10.2 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on December 23, 2008 and incorporated herein in its entirety by reference); Amendment No. 2 thereto (attached as Exhibit 10.2 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 23, 2009 and incorporated herein in its entirety by reference); Amendment No. 3 thereto (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on January 7, 2010 and incorporated herein in its entirety by reference); Amendment No. 4 thereto (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on February 3, 2010 and incorporated herein in its entirety by reference); and Amendment No. 5 thereto (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on August 5, 2010 and incorporated herein in its entirety by reference).

Exhibit C		First Amended and Restated Limited Liability Company Agreement of Western Gas Holdings, LLC (attached as Exhibit 3.2 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008 and incorporated herein in its entirety by reference).

Exhibit D		Joint Filing Statement (attached as Exhibit D to the Schedule 13D (File No. 005-84028) filed with the Commission on May 23, 2008 and incorporated herein in its entirety by reference).

Exhibit E		Contribution, Conveyance and Assumption Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, Anadarko Petroleum Corporation, WGR


		Holdings, LLC, Western Gas Resources, Inc., WGR Asset Holding Company LLC, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 10.2 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on May 14, 2008 and incorporated herein in its entirety by reference).

Exhibit F		Contribution Agreement by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on November 13, 2008 and incorporated herein in its entirety by reference).

Exhibit G		Term Loan Agreement by and between Western Gas Partners, LP and Anadarko Petroleum Corporation (attached as Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on December 23, 2008 and incorporated herein in its entirety by reference).

Exhibit H		Contribution Agreement by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, Anadarko Uintah Midstream, LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 2.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on July 23, 2009 and incorporated herein in its entirety by reference).

Exhibit I		Contribution Agreement by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, Mountain Gas Resources LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 2.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on February 3, 2010 and incorporated herein in its entirety by reference).

Exhibit J		Contribution Agreement by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP (attached as Exhibit 2.1 to the Issuer’s current report on Form 8-K (File No. 001-34046) filed with the Commission on August 5, 2010 and incorporated herein in its entirety by reference).

Exhibit K		Contribution Agreement dated July 1, 2011 by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP.

Schedule 1

Executive Officers of Anadarko Petroleum Corporation

Robert P. Daniels
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 0

Robert G. Gwin
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President, Finance and Chief Financial Officer of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 10,000 (less than 1%)

James T. Hackett
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chief Executive Officer and Chairman of the Board of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 15,100 (less than 1%)

Charles A. Meloy
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President, Worldwide Operations of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 3,000 (less than 1%)

Robert K. Reeves
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President, General Counsel, and Chief Administrative Officer of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 9,000 (less than 1%)

R. A. Walker
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President and Chief Operating Officer of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 6,000 (less than 1%)

Directors of Anadarko Petroleum Corporation

John R. Butler, Jr.
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman of J. R. Butler and Company, a reservoir engineering company
Citizenship: USA
Amount Beneficially Owned: 3,000 (less than 1%)

Luke R. Corbett
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0

John R. Gordon
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Managing Director of Deltec Asset Management LLC, an investment firm
Citizenship: USA
Amount Beneficially Owned: 0

Preston M. Geren III
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President of Sid W. Richardson Foundation which provides grants to non-profit organizations in Texas to help them achieve their goals
Citizenship: USA
Amount Beneficially Owned: 0

Robert J. Allison, Jr.
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman Emeritus of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 0

Peter J. Fluor
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman and Chief Executive Officer of Texas Crude Energy, Inc., a private, independent oil and
gas exploration company
Citizenship: USA
Amount Beneficially Owned: 24,200 (less than 1%)

Paula Rosput Reynolds
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President and Chief Executive Officer of Preferwest, LLC, a business advisory group
Citizenship: USA
Amount Beneficially Owned: 12,100 (less than 1%)

H. Paulett Eberhart
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President of CDI Corp., a corporation which provides engineering and information technology outsourcing and professional staffing to its customers
Citizenship: USA
Amount Beneficially Owned: 1,000 (less than 1%)

James T. Hackett
(See above)

Executive Officers of Western Gas Resources, Inc.

Robert G. Gwin
Senior Vice President and Chief Financial Officer
(See above)

Robert K. Reeves
Senior Vice President
(See above)

R. A. Walker
Chairman of the Board and President
(See above)

Directors of Western Gas Resources, Inc.

Charles A. Meloy
(See above)

Robert K. Reeves
(See above)

R.A. Walker
(See above)

Executive Officers of WGR Holdings, LLC

R. A. Walker
President
(See above)

Robert G. Gwin
Senior Vice President and Chief Financial Officer
(See above)

Robert K. Reeves
Senior Vice President
(See above)

Danny J. Rea
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Vice President
Citizenship: USA
Amount Beneficially Owned: 14,522 (less than 1%)

Executive Officers of Western Gas Holdings, LLC

Donald R. Sinclair
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President and Chief Executive Officer of Western Gas Holdings, LLC
Citizenship: USA
Amount Beneficially Owned: 101,747 (less than 1%)

Benjamin M. Fink
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President, Chief Financial Officer, and Treasurer of Western Gas Holdings, LLC
Citizenship: USA
Amount Beneficially Owned: 1,608 (less than 1%)

Danny J. Rea
Senior Vice President and Chief Operating Officer
(See above)

Directors of Western Gas Holdings, LLC

Robert G. Gwin
Chairman of the Board
(See above)

Donald R. Sinclair
(See above)

R. A. Walker
(See above)

Milton Carroll
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman of CenterPoint Energy, Inc., an energy company
Citizenship: USA
Amount Beneficially Owned: 3,919 (less than 1%)

Anthony R. Chase
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Professor of Law at the University of Houston, a law school
Citizenship: USA
Amount Beneficially Owned: 35,719 (less than 1%)

James R. Crane
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman and Chief Executive of Crane Capital Group, a private equity investment firm
Citizenship: USA
Amount Beneficially Owned: 673,943 (less than 1%)

Robert K. Reeves
(See above)

David J. Tudor
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President and Chief Executive Officer of ACES Power Marketing, a
commodity risk management company
Citizenship: USA
Amount Beneficially Owned: 15,579 (less than 1%)

Charles A. Meloy
(See above)