AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6 to Schedule 13D (this “Amendment”) amends (where indicated) the Schedule 13D filed with the Securities and Exchange Commission on December 12, 2012 (as amended prior to this Amendment and, where applicable, 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 Midstream 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 Agreement filed as Exhibit M to Amendment No. 5 to the Schedule 13D. This Amendment is being filed to disclose material changes to the facts set forth in the Schedule 13D as a result of the consummation of the Merger (as defined in this Amendment). As a result of the Merger, Occidental (as defined in this Amendment), as the ultimate beneficial owner of the Reporting Persons’ interests in the Issuer, will file a Schedule 13D in respect of its ownership interests in the Issuer on behalf of itself and its applicable subsidiaries. The Reporting Persons will cease to file amendments to the Schedule 13D as of the date hereof.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended and supplemented by replacing Schedule I thereto with Schedule I hereto.
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the general partners, executive officers, board of directors and each person controlling the Reporting Persons, as applicable (collectively, the “Listed Persons”), required by Item 2 of Schedule 13D is provided on Schedule I and is incorporated by reference herein. To the Reporting Persons’ knowledge, none of the persons listed on Schedule I as a director or executive officer of Anadarko, WGR, AMH, WGRAH, KWC or AE&P has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended by adding the following after the final paragraph:
The information provided or incorporated by reference in Item 4 below is hereby incorporated by reference into this Item 3.
| Item 4. | Purpose of Transaction |
Subsection (d) of Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(d) The information set forth in Item 4(j) is incorporated by reference into this Item 4(d).
Item 4 of the Schedule 13D is hereby amended by adding the following after the final paragraph of subsection (j):
On August 8, 2019, Occidental Petroleum Corporation, a Delaware corporation (“Occidental”), completed its previously announced acquisition of Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), the indirect general partner and majority unitholder of the Issuer, through the merger of Baseball Merger Sub 1, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Occidental (“Merger Subsidiary”), with and into Anadarko (the “Merger”), with Anadarko surviving and continuing as the surviving corporation in the Merger. As a result of the Merger, Anadarko became an indirect, wholly owned subsidiary of Occidental.
At the effective time of the Merger, in accordance with the Agreement and Plan of Merger, dated May 9, 2019 (the “Merger Agreement”), by and among Anadarko, Occidental and Merger Subsidiary, each outstanding share of common stock of Anadarko (except as otherwise specified in the Merger Agreement) was converted into the right to receive $59.00 in cash and 0.2934 of a share of common stock of Occidental, plus cash in lieu of any fractional Occidental shares that otherwise would have been issued (the “Merger Consideration”). Occidental financed the cash portion of the Merger Consideration with the proceeds of the following debt and equity financings: (1) a $10.0 billion equity investment by Berkshire Hathaway Inc., (2) an $8.8 billion senior unsecured term loan credit facility, with Citibank, N.A., as administrative agent, and certain financial institutions, as lenders, and (3) the issuance of senior unsecured notes in an aggregate principal amount of $13.0 billion.
As a result of the Merger, Occidental (1) indirectly, wholly owns and controls Western Midstream Holdings, LLC (the “General Partner”), the Issuer’s general partner, and (2) indirectly holds approximately 55.5% of the Issuer’s limited partner units.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit V hereto, and is incorporated by reference herein.
As a result of the Merger, Occidental, as the ultimate beneficial owner of the Reporting Persons’ interests in the Issuer, will file a Schedule 13D in respect of its ownership interest in the Issuer on behalf of itself and its applicable subsidiaries. The Reporting Persons will cease to file amendments to the Schedule 13D as of the date hereof.
On August 8, 2019, in connection with the consummation of the Merger, Milton Carroll, Benjamin M. Fink, Robin H. Fielder, Robert G. Gwin, Daniel E. Brown, Mitchell W. Ingram and Amanda M. McMillian resigned from the board of directors (the “Board”) of the General Partner effective immediately following the consummation of the Merger.
On August 8, 2019, in connection with the consummation of the Merger, Occidental appointed Mses. Marcia E. Backus and Jennifer M. Kirk and Messrs. Oscar K. Brown, Peter J. Bennett, Michael P. Ure and Glenn M. Vangolen to the Board. Additionally, Mr. Vangolen was appointed as Chairman of the Board.
On August 8, 2019, in connection with the consummation of the Merger, the Board appointed Michael P. Ure as President and Chief Executive Officer, and Craig W. Collins as Senior Vice President and Chief Operating Officer, to succeed Robin H. Fielder and Gennifer F. Kelly, respectively.
| Item 5. | Interest in Securities of the Partnership. |
Subsection (d) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| (d) | The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective common units reported by such persons on the cover pages of the Schedule 13D and in this Item 5. See Schedule I for the information applicable to the Listed Persons. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, common units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Listed Persons other than, as a result of the Merger, Occidental and its subsidiaries. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following:
The information provided or incorporated by reference in Item 4 above is hereby incorporated by reference into this Item 6.
| Item 7. | Material to be Filed as Exhibits. |
This Amendment supplements Item 7 of the Schedule 13D by inserting the following paragraph after the last paragraph of Item 7 of the Schedule 13D.
| Exhibit V | Agreement and Plan of Merger, dated as of May 9, 2019, among Occidental Petroleum Corporation, Baseball Merger Sub 1, Inc. and Anadarko Petroleum Corporation (incorporated by reference to Exhibit 2.1 of Occidental Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on May 10, 2019 (file no. 001-09210)). |
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: August 14, 2019
| ANADARKO PETROLEUM CORPORATION |
| |
By: | /s/ Nicole E. Clark |
Name: | Nicole E. Clark |
Title: | Vice President |
| WESTERN GAS RESOURCES, INC. |
| |
By: | /s/ Nicole E. Clark |
Name: | Nicole E. Clark |
Title: | Vice President |
| APC MIDSTREAM HOLDINGS, LLC |
| |
By: | /s/ Nicole E. Clark |
Name: | Nicole E. Clark |
Title: | Vice President |
| WGR ASSET HOLDING COMPANY LLC |
| |
By: | /s/ Nicole E. Clark |
Name: | Nicole E. Clark |
Title: | Vice President |
| KERR-MCGEE WORLDWIDE CORP. |
| |
By: | /s/ Nicole E. Clark |
Name: | Nicole E. Clark |
Title: | Vice President |
| ANADARKO E&P ONSHORE LLC |
| |
By: | /s/ Nicole E. Clark |
Name: | Nicole E. Clark |
Title: | Vice President |
Schedule I
Executive Officers of Occidental Petroleum Corporation
Vicki Hollub
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: President and Chief Executive Officer, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Edward A. Lowe
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Executive Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Marcia E. Backus
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Senior Vice President, General Counsel and Chief Compliance Officer, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Oscar K. Brown
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Senior Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 1,440 units
Cedric W. Burgher
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Senior Vice President and Chief Financial Officer, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Christopher O. Champion
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Vice President, Principal Accounting Officer and Controller, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Kenneth Dillon
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Senior Vice President, Occidental Petroleum Corporation
Citizenship: UK
Amount Beneficially Owned: None
Robert E. Palmer
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Senior Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Glenn M. Vangolen
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Senior Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Directors of Occidental Petroleum Corporation
Spencer Abraham
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Chairman and Chief Executive Officer of The Abraham Group LLC
Citizenship: USA
Amount Beneficially Owned: None
Batchelder, Gene L., Chairman of the Board of Directors of Occidental Petroleum Corporation
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: None
Margaret M. Foran
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc.
Citizenship: USA
Amount Beneficially Owned: None
Carlos M. Gutierrez
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Co-Chair of Albright Stonebridge Group
Citizenship: USA
Amount Beneficially Owned: None
Vicki Hollub
(see above)
William R. Klesse
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: None
Jack B. Moore, Vice Chairman of the Board of Occidental Petroleum Corporation
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: None
Avedick B. Poladian
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: None
Robert J. Shearer
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: None
Elisse B. Walter
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: None
Executive Officers of OXY USA Inc.
Robert E. Palmer
President
(see above)
Peter J. Bennett
Senior Vice President
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Barbara J. Bergersen
Senior Vice President
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Oscar K. Brown
Senior Vice President
(see above)
Jeffrey F. Simmons
Senior Vice President
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Senior Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Cynthia L. Walker
Senior Vice President
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Senior Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Directors of OXY USA Inc.
Robert E. Palmer
(see above)
Jennifer Kirk
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Nicole E. Clark
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Vice President and Corporate Secretary, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Executive Officers of Occidental Permian Manager LLC
Richard A. Jackson
President
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Peter J. Bennett
Senior Vice President
(see above)
Barbara M. Bergersen
Senior Vice President
(see above)
Jeffrey F. Simmons
Senior Vice President
(see above)
Oscar K. Brown
Senior Vice President
(see above)
Cynthia L. Walker
Senior Vice President
(see above)
Directors of Occidental Permian Manager LLC
None
Executive Officers of OXY Oil Partners, Inc.
Richard A. Jackson
President
(see above)
Oscar K. Brown
Senior Vice President
(see above)
Directors of OXY Oil Partners, Inc.
Richard A. Jackson
(see above)
Jennifer Kirk
(see above)
Nicole E. Clark
(see above)
Executive Officers of Occidental Permian Ltd.
Robert E. Palmer
President
(see above)
Peter J. Bennett
Senior Vice President
(see above)
Barbara M. Bergersen
Senior Vice President
(see above)
Oscar K. Brown
Senior Vice President
(see above)
Jeffrey F. Simmons
Senior Vice President
(see above)
Cynthia L. Walker
Senior Vice President
(see above)
Directors of Occidental Permian Ltd.
None
Executive Officers of Baseball Merger Sub 2, Inc.
Oscar K. Brown
President
(see above)
Marcia E. Backus
Senior Vice President
(see above)
Directors of Baseball Merger Sub 2, Inc.
Oscar K. Brown
President
(see above)
Marcia E. Backus
Senior Vice President
(see above)
Executive Officers of Anadarko Petroleum Corporation
Oscar K. Brown
President
(see above)
Marcia E. Backus
Senior Vice President
(see above)
Directors of Anadarko Petroleum Corporation
Oscar K. Brown
President
(see above)
Marcia E. Backus
Senior Vice President
(see above)
Executive Officers of Western Gas Resources, Inc.
Robert E. Palmer
(see above)
Oscar K. Brown
Senior Vice President
(see above)
Directors of Western Gas Resources, Inc.
Vincent A. Alspach
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: Vice President, Occidental Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: None
Nicole E. Clark
(see above)
Executive Officers of APC Midstream Holdings, LLC
Frederick A. Forthuber
President
Address: c/o Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, TX 77046
Principal Occupation: President of Oxy Energy Services, LLC
Citizenship: USA
Amount Beneficially Owned: None
Directors of APC Midstream Holdings, LLC
None.
Executive Officers of WGR Asset Holding Company LLC
Frederick A. Forthuber
President
(see above)
Directors of WGR Asset Holding Company LLC
None.
Executive Officers of Kerr-McGee Worldwide Corporation
Robert E. Palmer
President
(see above)
Oscar K. Brown
Senior Vice President
(see above)
Directors of Kerr-McGee Worldwide Corporation
Vincent A. Alspach
(see above)
Nicole E. Clark
(see above)
Executive Officers of Anadarko E&P Onshore LLC
Robert E. Palmer
President
(see above)
Jeffrey F. Simmons
Senior Vice President
(see above)
Oscar K. Brown
Senior Vice President
(see above)
Cynthia L. Walker
Senior Vice President
(see above)
Peter J. Bennett
Senior Vice President
Directors of Anadarko E&P Onshore LLC
None.
