UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 21, 2011 (September 20, 2011)
Date of Report (Date of earliest event reported)
WESTERN GAS PARTNERS, LP
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-34046
(Commission
File Number)
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26-1075808
(IRS Employer
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On September 20, 2011, Western Gas Partners, LP (the “Partnership”), together with
its general partner, entered into an Underwriting Agreement (the “Underwriting Agreement”) with
Deutsche Bank Securities, UBS Investment Bank, Wells Fargo Securities, Barclays Capital, Citigroup
and Morgan Stanley, as representatives of the several underwriters, relating to the public offering
of 5,000,000 common units representing limited partner 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
750,000 common units at the same price, which option was exercised in
full on September 20, 2011.
The transaction under the Underwriting Agreement is expected to close on September
23, 2011, subject to customary closing conditions. The net proceeds from the sale of the
common units sold pursuant to the Underwriting Agreement (including
the exercise of the underwriters’
option to purchase additional common units in full) are expected to
be approximately $202.6
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. 333-174043), which became effective on May 9, 2011.
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.
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| Exhibit |
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Description of the Exhibit |
Exhibit 1.1
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Underwriting Agreement, dated September 20, 2011, by and
among the Partnership, Western Gas Holdings, LLC and Deutsche
Bank Securities, UBS Investment Bank, Wells Fargo Securities,
Barclays Capital, Citigroup and Morgan Stanley. |
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Exhibit 5.1
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Opinion of Vinson & Elkins L.L.P. regarding legality of the units. |
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Exhibit 8.1
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Opinion of Bingham McCutchen LLP relating to tax matters. |