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): September 7, 2023
WESTERN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | 001-35753 | 46-0967367 |
(State or other jurisdiction
of incorporation or organization) | (Commission
File Number) | (IRS Employer
Identification No.) |
9950 Woodloch Forest Drive, Suite 2800
The Woodlands, Texas 77380
(Address of principal executive office) (Zip Code)
(346) 786-5000
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol | | Name of exchange
on which registered |
| Common units | | WES | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On September 12, 2023, Western Midstream Partners, LP (“WES”) repurchased 5.1 million common units representing limited partner interests in WES (“Common Units”) from a subsidiary of Occidental Petroleum Corporation (“Occidental”) for aggregate consideration of $127.5 million (the “Repurchase”), as part of WES’s previously announced $1.250 billion Common Unit repurchase program. Occidental indirectly holds all of the equity interests of WES’s general partner and, following the Repurchase, indirectly holds 48.8% of WES’s outstanding Common Units. The Repurchase was reviewed and approved by the Special Committee of the Board of Directors of WES’ general partner, which includes only independent members of the Board of Directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | WESTERN MIDSTREAM PARTNERS, LP |
| | |
| | By: | Western Midstream Holdings, LLC,
its general partner |
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| | |
| Dated: | September 12, 2023 | By: | /s/ Kristen S. Shults |
| | | Kristen S. Shults
Senior Vice President and Chief Financial Officer |
