Business Context and Reporting Period
This Form 8-K, dated August 8, 2019, reports the completion of the acquisition of Anadarko Petroleum Corporation by Occidental Petroleum Corporation. As a result of this merger, Occidental became the indirect general partner and majority unitholder (approximately 55%) of Western Midstream Partners, LP. The filing details the resulting changes in control, the departure of the previous board of directors, and the appointment of new directors and executive officers from Occidental.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or liquidity metrics for Western Midstream Partners, LP. However, it discloses the financing structure used by Occidental to fund the acquisition of Anadarko, which indirectly controls the Partnership:
- Equity Investment: $10.0 billion from Berkshire Hathaway Inc.
- Debt Financing: $8.8 billion senior unsecured term loan credit facility.
- Debt Financing: $13.0 billion in senior unsecured notes.
- Merger Consideration: Anadarko shareholders received $59.00 in cash and 0.2934 shares of Occidental common stock per share.
Material Changes Versus Prior Period
The primary material change is the shift in corporate control and governance:
- Change in Control: Occidental now indirectly wholly owns the General Partner and holds approximately 55% of the Partnership's limited partner units.
- Board Composition: Seven directors (Milton Carroll, Benjamin M. Fink, Robin H. Fielder, Robert G. Gwin, Daniel E. Brown, Mitchell W. Ingram, and Amanda M. McMillian) resigned effective immediately following the merger.
- New Appointments: Six new directors were appointed, including Marcia E. Backus, Jennifer M. Kirk, Oscar K. Brown, Peter J. Bennett, Michael P. Ure, and Glenn M. Vangolen (appointed Chairman).
- Executive Leadership: Michael P. Ure was appointed President and CEO, and Craig W. Collins was appointed Senior Vice President and COO, succeeding Robin H. Fielder and Gennifer F. Kelly.
Guidance, Outlook, and Risks
The filing does not contain specific financial guidance, outlook, or risk factors for Western Midstream Partners, LP. The document focuses on the legal and structural completion of the merger. It notes that the new directors and officers are employees of Occidental and will not receive additional compensation for their service as directors of the General Partner, though they retain indemnification rights.
Investor Verification Checklist
- Verify the exact percentage of limited partner units now held by Occidental (stated as approximately 55%).
- Confirm the terms of the new debt facilities ($8.8 billion term loan and $13.0 billion notes) and their impact on the consolidated balance sheet of the parent entity.
- Review the integration plans for Western Midstream Partners, LP under Occidental's management, particularly regarding synergy targets mentioned for the broader Anadarko integration.
- Check for subsequent filings regarding the specific compensation arrangements for the new executive officers (Ure and Collins) beyond the standard Occidental employment terms.