Western Midstream Partners, LP - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Western Midstream Partners, LP ("WES") on April 4, 2023, reporting events occurring on March 30, 2023, and April 4, 2023. The filing details the completion of a public debt offering by WES's subsidiary, Western Midstream Operating, LP ("WES Operating").
Key Financial Metrics and Transaction Details
- Debt Issuance: WES Operating completed the public offering of $750,000,000 aggregate principal amount of 6.150% Senior Notes due 2033.
- Issuance Price: The Notes were sold to the public at 99.728% of their face value.
- Interest Terms: Interest accrues from April 4, 2023, payable semi-annually on April 1 and October 1. The initial payment is due October 1, 2023.
- Maturity: The Notes mature on April 1, 2033, unless redeemed earlier.
- Use of Proceeds: Net proceeds will be used to repay borrowings under WES Operating's revolving credit facility and for general partnership purposes.
- Guarantees: Initially, the Notes are not guaranteed by WES Operating's subsidiaries. Future guarantees may be required if subsidiaries become borrowers or guarantors under the revolving credit facility.
Material Changes and Agreements
The filing reports the entry into a Material Definitive Agreement (Item 1.01) and the creation of a Direct Financial Obligation (Item 2.03). The transaction is governed by the Base Indenture dated May 18, 2011, as supplemented by the Twelfth Supplemental Indenture dated April 4, 2023. The Notes rank equally with existing senior indebtedness and senior to subordinated indebtedness. The Indenture includes covenants limiting liens, sale and leaseback transactions, and mergers.
Outlook, Risks, and Contingencies
The filing outlines standard events of default, including failure to pay interest or principal, failure to comply with covenants after notice, and bankruptcy or insolvency events. In the event of a default, the Trustee or holders of at least 25% of the Notes may declare the principal and accrued interest immediately due and payable. The filing notes that certain underwriters and their affiliates are lenders under the revolving credit facility and will receive a portion of the proceeds upon repayment.
Investor Verification Checklist
- Verify the exact net proceeds received after underwriting discounts and expenses.
- Confirm the specific amount of the revolving credit facility repaid with the offering proceeds.
- Review the full text of the Twelfth Supplemental Indenture (Exhibit 4.1) for detailed covenant restrictions.
- Monitor future filings to determine if any subsidiaries become guarantors of the Notes as conditions change.