sc13dza
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
958254-10-4
(CUSIP Number)
Amanda M. McMillian
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(832) 636-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 2, 2010
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act), or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. |
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958254-10-4 |
13D/A |
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2 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSONS
Anadarko Petroleum Corporation |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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10,302,631 common units |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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10,302,631 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,302,631 common units |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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24.2% |
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14 |
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TYPE OF REPORTING PERSON* |
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HC; CO |
* Anadarko Petroleum
Corporation may also be deemed to beneficially own 26,536,306 subordinated units representing limited partner interests in
Western Gas Partners, LP, which may be converted into common units on a one-for-one basis upon the termination of the subordination
period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, as amended, which is incorporated herein by reference.
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CUSIP No. |
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958254-10-4 |
13D/A |
Page |
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3 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSONS
Western Gas Resources, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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10,302,631 common units |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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10,302,631 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,302,631 common units |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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24.2% |
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14 |
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TYPE OF REPORTING PERSON* |
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HC; CO |
* Western Gas Resources, Inc. may also be deemed to beneficially own 26,536,306 subordinated units representing limited partner interests in Western Gas Partners, LP, which may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and
Restated Agreement of Limited Partnership of Western Gas Partners, LP, as amended, which is incorporated herein by reference.
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CUSIP No. |
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958254-10-4 |
13D/A |
Page |
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4 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSONS
WGR Holdings, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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10,302,631 common units |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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10,302,631 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,302,631 common units |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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24.2% |
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14 |
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TYPE OF REPORTING PERSON* |
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HC; OO limited liability company |
* WGR Holdings, LLC may also be deemed to beneficially own 26,536,306 subordinated units representing limited partner interests in Western Gas Partners, LP, which may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated
Agreement of Limited Partnership of Western Gas Partners, LP, as amended, which is incorporated herein by reference.
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CUSIP No. |
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958254-10-4 |
13D/A |
Page |
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5 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSONS
Western Gas Holdings, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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14 |
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TYPE OF REPORTING PERSON* |
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OO limited liability company |
* Western Gas Holdings, LLC, the sole general partner of Western Gas Partners, LP, owns 1,411,394 general partner units and incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in Western Gas Partners, LP.
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5 to Schedule 13D further amends and restates (where indicated) the
Schedule 13D initially filed with the Securities and Exchange Commission on May 23, 2008 (as
amended prior to this Amendment No. 5, and 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 Gas 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 Statement filed as Exhibit D to the Schedule 13D. This Amendment is being filed to
disclose the change in beneficial ownership of the common units by the Reporting Persons resulting
from the issuance of 1,048,196 common units from the Issuer to WGR Holdings (as defined below) on
August 2, 2010, pursuant to the Wattenberg Contribution Agreement (as defined below).
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
The Issuer was formed in August 2007 as a Delaware limited partnership to indirectly own,
operate, acquire and develop midstream energy assets that were previously indirectly owned and
operated by Anadarko.
On May 14, 2008, the Issuer closed its initial public offering of 18,750,000 common units
representing limited partner interests in the Issuer. In connection with that closing, the Issuer
closed the transactions contemplated by the Contribution, Conveyance and Assumption Agreement dated
May 14, 2008 (the IPO Contribution Agreement), among the Issuer, Western Gas Holdings, LLC, a
Delaware limited liability company (the General Partner), WGR Holdings, LLC, a Delaware limited
liability company (WGR Holdings), WGR Asset Holding Company LLC, a Delaware limited liability
company ( Asset HoldCo ), Anadarko Petroleum Corporation, a Delaware corporation (Anadarko),
Western Gas Operating, LLC, a Delaware limited liability company ( Operating GP ), and WGR
Operating, LP, a Delaware limited partnership (OLP). Pursuant to the IPO Contribution Agreement:
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the Issuer received 100% of the interests in Anadarko Gathering Company, LLC, Pinnacle
Gas Treating LLC and MIGC LLC to OLP; |
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the Issuer issued 1,083,115 general partner units and incentive distribution rights to
the General Partner; and |
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the Issuer issued 4,973,806 common units and 26,536,306 subordinated units to WGR
Holdings. |
Upon the termination of the subordination period as set forth in the Issuers First Amended
and Restated Agreement of Limited Partnership (as amended from time to time, the Partnership
Agreement ), the subordinated units are convertible into common units on a one-for-one basis.
In connection with the Offering and the IPO Contribution Agreement, on June 11, 2008, the
Issuer issued an additional 2,060,875 common units to the public pursuant to the partial exercise
of the underwriters over-allotment option and 751,625 common units to WGR Holdings.
On December 19, 2008, the Issuer closed the transactions contemplated by the Contribution
Agreement, dated November 11, 2008 (the Powder River Contribution Agreement), among Western Gas
Resources, Inc. (WGR), Asset HoldCo, WGR Holdings, the General Partner (together with WGR, Asset
HoldCo and WGR Holdings, the Powder River Contributing Parties), the Issuer, Operating GP and
OLP. Pursuant to the Powder River Contribution Agreement:
Page 6 of 11
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a subsidiary of the Issuer received certain midstream assets from the Powder River
Contributing Parties; |
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the Issuer paid the Powder River Contributing Parties $175,000,000 in cash consideration
(which it borrowed from Anadarko pursuant to a Term Loan Agreement dated December 19,
2008); and |
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the Issuer issued 2,556,891 common units to WGR Holdings. |
Concurrent with such closing, the General Partner received 52,181 additional general partner
units in the Issuer after contributing its 2% undivided interest in the midstream assets, thereby
maintaining its 2% general partner interest in the Issuer.
On July 22, 2009, the Issuer closed the transactions contemplated by the Contribution
Agreement dated July 10, 2009 (the Chipeta Contribution Agreement), among WGR, Asset HoldCo,
Anadarko Uintah Midstream, LLC (AUM), WGR Holdings, the General Partner, WES GP, Inc. (WES GP
and, together with the General Partner, WGR, Asset HoldCo, WGR Holdings and AUM, the Chipeta
Contributing Parties), the Issuer, Operating GP and OLP. Pursuant to the Chipeta Contribution
Agreement:
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a subsidiary of the Issuer received certain midstream assets from the Chipeta
Contributing Parties; |
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the Issuer paid the Chipeta Contributing Parties $101,450,500 in cash consideration
(which it borrowed from Anadarko pursuant to a Term Loan Agreement dated July 22, 2008); |
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the Issuer issued 351,424 common units to WGR Holdings; and |
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the Issuer issued 7,172 general partner units to the General Partner. |
On January 29, 2010, the Issuer closed the transactions contemplated by the Contribution
Agreement dated January 29, 2010 (the Granger Contribution Agreement), among WGR, Asset HoldCo,
Mountain Gas Resources (MGR), WGR Holdings, the General Partner, WES GP (together with the
General Partner, WGR, Asset HoldCo, WGR Holdings and MGR, the Granger Contributing Parties), the
Issuer, Operating GP and OLP. Pursuant to the Granger Contribution Agreement:
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a subsidiary of the Issuer received certain midstream assets from the Granger
Contributing Parties; |
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the Issuer paid the Granger Contributing Parties $241,680,000 in cash consideration
($210 million of which was borrowed under the Issuers revolving credit facility, and the
remainder of which was cash on hand); |
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the Issuer issued 620,689 common units to WGR Holdings; and |
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the Issuer issued 12,667 general partner units to the General Partner. |
On August 2, 2010, the Issuer closed the transactions contemplated by the Contribution
Agreement dated July 30, 2010 (the Wattenberg Contribution Agreement), among WGR, Asset HoldCo,
WGR Holdings, the General Partner, WES GP (together with the General Partner, WGR, Asset HoldCo and
WGR Holdings, the Wattenberg Contributing Parties), the Issuer, Operating GP and OLP. Pursuant
to the Wattenberg Contribution Agreement:
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a subsidiary of the Issuer received certain midstream assets from the Wattenberg
Contributing Parties through the acquisition of 100% of the membership interests in
Kerr-McGee Gathering LLC; |
Page 7 of 11
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the Issuer paid the Wattenberg Contributing Parties $473,100,000 in cash consideration
(which was funded through: (i) $250 million borrowed under a
term loan agreement, (ii) $200
million borrowed under the Issuers revolving credit facility,
and (iii) cash on hand); |
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the Issuer issued 1,048,196 common units to WGR Holdings; and |
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the Issuer issued 21,392 general partner units to the General Partner. |
Item 5. Interest in Securities of the Issuer
Item 5(a) and (b) of Schedule 13D are hereby amended and restated in their entirety to read as
follows:
(a) (1) WGR Holdings is the record and beneficial owner of 10,302,631 common units, which
based on there being 42,621,968 common units outstanding as of August 2, 2010, represents 24.2% of
the outstanding common units. WGR Holdings also is the record owner of 26,536,306 subordinated
units, which represent all of the outstanding subordinated units as of August 2, 2010. The
subordinated units may be converted into common units on a one-for-one basis upon the termination
of the subordination period as set forth in the Partnership Agreement. WGR Holdings, as the 99%
owner of the General Partner, may also, pursuant to Rule 13d-3, be deemed to beneficially own the
1,411,394 general partner units and the incentive distribution rights (which represent the right to
receive increasing percentages of quarterly distributions in excess of specified amounts) in the
Issuer held by the General Partner.
(2) Anadarko, as the indirect 100% owner of WGR Holdings, may, pursuant to Rule 13d-3, be
deemed to beneficially own the 10,302,631 common units held of record by WGR Holdings, which based
on there being 42,621,968 common units outstanding as of August 2, 2010, represents 24.2% of the
outstanding common units. Anadarko, as the indirect 100% owner of WGR Holdings, may, pursuant to
Rule 13d-3, be deemed to beneficially own the aggregate 26,536,306 subordinated units held of
record by WGR Holdings, which represent all of the outstanding subordinated units as of August 2,
2010. The subordinated units may be converted into common units on a one-for-one basis upon the
termination of the subordination period as set forth in the Partnership Agreement. Anadarko, as the
indirect 100% owner of the General Partner, may also, pursuant to Rule 13d-3, be deemed to
beneficially own the 1,411,394 general partner units and the incentive distribution rights (which
represent the right to receive increasing percentages of quarterly distributions in excess of
specified amounts) in the Issuer held by the General Partner.
(3) WGR, as the sole member of WGR Holdings, may, pursuant to Rule 13d-3, be deemed to
beneficially own the 10,302,631 common units held of record by WGR Holdings, which based on there
being 42,621,968 common units outstanding as of August 2, 2010, represents 24.2% of the outstanding
common units. WGR, as the sole member of WGR Holdings, may, pursuant to Rule 13d-3, be deemed to
beneficially own the aggregate 26,536,306 subordinated units held of record by WGR Holdings, which
represent all of the outstanding subordinated units as of August 2, 2010. The subordinated units
may be converted into common units on a one-for-one basis upon the termination of the subordination
period as set forth in the Partnership Agreement. WGR, as the sole member of WGR Holdings, may
also, pursuant to Rule 13d-3, be deemed to beneficially own the 1,411,394 general partner units and
the incentive distribution rights (which represent the right to receive increasing percentages of
quarterly distributions in excess of specified amounts) in the Issuer held by the General Partner.
(4) The General Partner, as the sole general partner of the Issuer, does not beneficially own
any common units of the Issuer. However, the General Partner does own 1,411,394 general partner
units and
Page 8 of 11
the incentive distribution rights (which represent the right to receive increasing percentages
of quarterly distributions in excess of specified amounts) in the Issuer.
(5) See Schedule 1 for the aggregate number and percentage of common units beneficially owned
by the Listed Persons.
(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated
herein by reference. See Schedule 1 for the information applicable to the Listed Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of Schedule 13D is hereby amended to add the following language as the last paragraph
under the heading Cash Distributions:
In connection with the consummation of the transactions contemplated by the Wattenberg
Contribution Agreement, the Issuer amended the Partnership Agreement to permit the Issuer to make a
special one-time cash distribution to WGR Holdings (without a corresponding distribution to the
General Partner or the limited partners of the Issuer) in an amount equal to the cash consideration
required to be paid by the Issuer under the Granger Contribution Agreement.
The last paragraph of Item 6 is hereby amended and restated in its entirety to read as
follows:
References to, and descriptions of, the Partnership Agreement as set forth in this Item 6 are
qualified in their entirety by reference to (1) the First Amended and Restated Agreement of Limited
Partnership of Western Gas Partners, LP filed as Exhibit 3.1 to the Issuers current report on Form
8-K (File No. 001-34046) filed with the Commission on May 14, 2008, (2) Amendment No. 1 thereto
filed as Exhibit 3.1 to the Issuers current report on Form 8-K (File No. 001-34046) filed with the
Commission on December 23, 2008, (3) Amendment No. 2 thereto filed as Exhibit 3.1 to the Issuers
current report on Form 8-K (File No. 001-34046) filed with the Commission on April 15, 2009, (4)
Amendment No. 3 thereto filed as Exhibit 3.1 to the Issuers current report on Form 8-K (File No.
001-34046) filed with the Commission on July 23, 2009, (5) Amendment No. 4 thereto filed as Exhibit
3.1 to the Issuers current report on Form 8-K (File No. 001-34046) filed with the Commission on
February 3, 2010, and (6) Amendment No. 5 thereto filed as Exhibit 3.1 to the Issuers current
report on Form 8-K (File No. 001-34046) filed with the Commission on August 5, 2010, each of which
is incorporated in its entirety in this Item 6. References to, and descriptions of, the General
Partner LLC Agreement as set forth in this Item 6 are qualified in their entirety by reference to
the General Partner LLC Agreement filed as Exhibit 3.2 to the Issuers current report on Form 8-K
(File No. 001-34046) filed with the Commission on May 14, 2008, which is incorporated in its
entirety in this Item 6.
Item 7. Material to Be Filed as Exhibits
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Exhibit A
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First Amended and Restated Agreement of Limited Partnership of
Western Gas Partners, LP (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-34046) filed
with the Commission on May 14, 2008 and incorporated herein in
its entirety by reference); Amendment No. 1 thereto (attached
as Exhibit 3.1 to the Issuers current report on Form 8-K (File
No. 001-34046) filed with the Commission on December 23, 2008
and incorporated herein in its entirety by reference);
Amendment No. 2 thereto (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-34046) filed
with the Commission on April 15, 2009 and incorporated herein
in its entirety by reference); Amendment No. 3 thereto
(attached as Exhibit 3.1 to the Issuers current report on Form
8-K (File No. 001-34046) filed with the Commission on July 23, |
Page 9 of 11
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2009 and incorporated herein in its entirety by reference);
Amendment No. 4 thereto (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-34046) filed
with the Commission on February 3, 2010 and incorporated herein
in its entirety by reference); and Amendment No. 5 thereto
(attached as Exhibit 3.1 to the Issuers current report on Form
8-K (File No. 001-34046) filed with the Commission on August 5,
2010 and incorporated herein in its entirety by reference). |
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Exhibit B
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Omnibus Agreement among Western Gas Partners, LP, Western Gas
Holdings, LLC and Anadarko Petroleum Corporation (filed as
Exhibit 10.3 to the Issuers current report on Form 8-K (File
No. 001-34046) filed with the Commission on May 14, 2008 and
incorporated herein in its entirety by reference); Amendment
No. 1 thereto (attached as Exhibit 10.2 to the Issuers current
report on Form 8-K (File No. 001-34046) filed with the
Commission on December 23, 2008 and incorporated herein in its
entirety by reference); Amendment No. 2 thereto (attached as
Exhibit 10.2 to the Issuers current report on Form 8-K (File
No. 001-34046) filed with the Commission on July 23, 2009 and
incorporated herein in its entirety by reference); Amendment
No. 3 thereto (attached as Exhibit 10.1 to the Issuers current
report on Form 8-K (File No. 001-34046) filed with the
Commission on January 7, 2010 and incorporated herein in its
entirety by reference); Amendment No. 4 thereto (attached as
Exhibit 10.1 to the Issuers current report on Form 8-K (File
No. 001-34046) filed with the Commission on February 3, 2010
and incorporated herein in its entirety by reference); and
Amendment No. 5 thereto (attached as Exhibit 10.1 to the
Issuers current report on Form 8-K (File No. 001-34046) filed
with the Commission on August 5, 2010 and incorporated herein
in its entirety by reference). |
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Exhibit C
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First Amended and Restated Limited Liability Company Agreement
of Western Gas Holdings, LLC (attached as Exhibit 3.2 to the
Issuers current report on Form 8-K (File No. 001-34046) filed
with the Commission on May 14, 2008 and incorporated herein in
its entirety by reference). |
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Exhibit D
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Joint Filing Statement (attached as Exhibit D to the Schedule
13D (File No. 005-84028) filed with the Commission on May 23,
2008 and incorporated herein in its entirety by reference). |
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Exhibit E
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Contribution, Conveyance and Assumption Agreement by and among
Western Gas Partners, LP, Western Gas Holdings, LLC, Anadarko
Petroleum Corporation, WGR Holdings, LLC, Western Gas
Resources, Inc., WGR Asset Holding Company LLC, Western Gas
Operating, LLC and WGR Operating, LP (attached as Exhibit 10.2
to the Issuers current report on Form 8-K (File No. 001-34046)
filed with the Commission on May 14, 2008 and incorporated
herein in its entirety by reference). |
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Exhibit F
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Contribution Agreement by and among Western Gas Resources,
Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western
Gas Holdings, LLC, Western Gas Partners, LP, Western Gas
Operating, LLC and WGR Operating, LP (attached as Exhibit 10.1
to the Issuers current report on Form 8-K (File No. 001-34046)
filed with the Commission on November 13, 2008 and incorporated
herein in its entirety by reference). |
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Exhibit G
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Term Loan Agreement by and between Western Gas Partners, LP and
Anadarko Petroleum Corporation (attached as Exhibit 10.1 to the
Issuers current report on Form 8-K (File No. 001-34046) filed
with the Commission on December 23, 2008 and incorporated
herein in its entirety by reference). |
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Exhibit H
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Contribution Agreement by and among Western Gas Resources,
Inc., WGR Asset |
Page 10 of 11
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Holding Company LLC, Anadarko Uintah Midstream,
LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP,
Inc., Western Gas Partners, LP, Western Gas Operating, LLC and
WGR Operating, LP (attached as Exhibit 2.1 to the Issuers
current report on Form 8-K (File No. 001-34046) filed with the
Commission on July 23, 2009 and incorporated herein in its
entirety by reference). |
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Exhibit I
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Term Loan Agreement by and between Western Gas Partners, LP and
Anadarko Petroleum Corporation (attached as Exhibit 10.1 to the
Issuers current report on Form 8-K (File No. 001-34046) filed
with the Commission on July 23, 2009 and incorporated herein in
its entirety by reference). |
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Exhibit J
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Contribution Agreement by and among Western Gas Resources,
Inc., WGR Asset Holding Company LLC, Mountain Gas Resources
LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP,
Inc., Western Gas Partners, LP, Western Gas Operating, LLC and
WGR Operating, LP (attached as Exhibit 2.1 to the Issuers
current report on Form 8-K (File No. 001-34046) filed with the
Commission on February 3, 2010 and incorporated herein in its
entirety by reference). |
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Exhibit K
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Contribution Agreement by and among Western Gas Resources,
Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western
Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP,
Western Gas Operating, LLC and WGR Operating, LP (attached as
Exhibit 2.1 to the Issuers current report on Form 8-K (File
No. 001-34046) filed with the Commission on August 5, 2010 and
incorporated herein in its entirety by reference). |
Page 11 of 11
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each
of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
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Date: August 13, 2010 |
ANADARKO PETROLEUM CORPORATION
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By: |
/s/ R.A. Walker |
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Name: |
R.A. Walker |
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Its: President and Chief Operating Officer |
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WESTERN GAS RESOURCES, INC.
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By: |
/s/ R.A. Walker |
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Name: |
R.A. Walker |
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Its: Chairman of the Board and President |
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WGR HOLDINGS, LLC
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By: |
/s/ R.A. Walker |
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Name: |
R.A. Walker |
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Its: President |
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WESTERN GAS HOLDINGS, LLC
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By: |
/s/ Donald R. Sinclair |
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Name: |
Donald R. Sinclair |
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Its: President and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit A
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First Amended and Restated Agreement of Limited Partnership
of Western Gas Partners, LP (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-34046)
filed with the Commission on May 14, 2008 and incorporated
herein in its entirety by reference); Amendment No. 1
thereto (attached as Exhibit 3.1 to the Issuers current
report on Form 8-K (File No. 001-34046) filed with the
Commission on December 23, 2008 and incorporated herein in
its entirety by reference); Amendment No. 2 thereto
(attached as Exhibit 3.1 to the Issuers current report on
Form 8-K (File No. 001-34046) filed with the Commission on
April 15, 2009 and incorporated herein in its entirety by
reference); Amendment No. 3 thereto (attached as Exhibit
3.1 to the Issuers current report on Form 8-K (File No.
001-34046) filed with the Commission on July 23, 2009 and
incorporated herein in its entirety by reference);
Amendment No. 4 thereto (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-34046)
filed with the Commission on February 3, 2010 and
incorporated herein in its entirety by reference); and
Amendment No. 5 thereto (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-34046)
filed with the Commission on August 5, 2010 and
incorporated herein in its entirety by reference). |
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Exhibit B
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Omnibus Agreement among Western Gas Partners, LP, Western
Gas Holdings, LLC and Anadarko Petroleum Corporation (filed
as Exhibit 10.3 to the Issuers current report on Form 8-K
(File No. 001-34046) filed with the Commission on May 14,
2008 and incorporated herein in its entirety by reference);
Amendment No. 1 thereto (attached as Exhibit 10.2 to the
Issuers current report on Form 8-K (File No. 001-34046)
filed with the Commission on December 23, 2008 and
incorporated herein in its entirety by reference);
Amendment No. 2 thereto (attached as Exhibit 10.2 to the
Issuers current report on Form 8-K (File No. 001-34046)
filed with the Commission on July 23, 2009 and incorporated
herein in its entirety by reference); Amendment No. 3
thereto (attached as Exhibit 10.1 to the Issuers current
report on Form 8-K (File No. 001-34046) filed with the
Commission on January 7, 2010 and incorporated herein in
its entirety by reference); Amendment No. 4 thereto
(attached as Exhibit 10.1 to the Issuers current report on
Form 8-K (File No. 001-34046) filed with the Commission on
February 3, 2010 and incorporated herein in its entirety by
reference); and Amendment No. 5 thereto (attached as
Exhibit 10.1 to the Issuers current report on Form 8-K
(File No. 001-34046) filed with the Commission on August 5,
2010 and incorporated herein in its entirety by reference). |
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Exhibit C
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First Amended and Restated Limited Liability Company
Agreement of Western Gas Holdings, LLC (attached as Exhibit
3.2 to the Issuers current report on Form 8-K (File No.
001-34046) filed with the Commission on May 14, 2008 and
incorporated herein in its entirety by reference). |
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Exhibit D
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Joint Filing Statement (attached as Exhibit D to the
Schedule 13D (File No. 005-84028) filed with the Commission
on May 23, 2008 and incorporated herein in its entirety by
reference). |
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Exhibit E
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Contribution, Conveyance and Assumption Agreement by and
among Western Gas Partners, LP, Western Gas Holdings, LLC,
Anadarko Petroleum Corporation, WGR Holdings, LLC, Western
Gas Resources, Inc., WGR Asset Holding Company LLC, Western
Gas Operating, LLC and WGR Operating, LP (attached as
Exhibit 10.2 to the Issuers current report on Form 8-K
(File No. 001-34046) filed with the Commission on
May 14, 2008 and incorporated herein in its entirety by reference). |
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Exhibit F
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Contribution Agreement by and among Western Gas Resources,
Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC,
Western Gas Holdings, LLC, Western Gas Partners, LP,
Western Gas Operating, LLC and WGR Operating, LP (attached
as Exhibit 10.1 to the Issuers current report on Form 8-K
(File No. 001-34046) filed with the Commission on November
13, 2008 and incorporated herein in its entirety by
reference). |
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Exhibit G
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Term Loan Agreement by and between Western Gas Partners, LP
and Anadarko Petroleum Corporation (attached as Exhibit
10.1 to the Issuers current report on Form 8-K (File No.
001-34046) filed with the Commission on December 23, 2008
and incorporated herein in its entirety by reference). |
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Exhibit H
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Contribution Agreement by and among Western Gas Resources,
Inc., WGR Asset Holding Company LLC, Anadarko Uintah
Midstream, LLC, WGR Holdings, LLC, Western Gas Holdings,
LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas
Operating, LLC and WGR Operating, LP (attached as Exhibit
2.1 to the Issuers current report on Form 8-K (File No.
001-34046) filed with the Commission on July 23, 2009 and
incorporated herein in its entirety by reference). |
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Exhibit I
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Term Loan Agreement by and between Western Gas Partners, LP
and Anadarko Petroleum Corporation (attached as Exhibit
10.1 to the Issuers current report on Form 8-K (File No.
001-34046) filed with the Commission on July 23, 2009 and
incorporated herein in its entirety by reference). |
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Exhibit J
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Contribution Agreement by and among Western Gas Resources,
Inc., WGR Asset Holding Company LLC, Mountain Gas Resources
LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP,
Inc., Western Gas Partners, LP, Western Gas Operating, LLC
and WGR Operating, LP (attached as Exhibit 2.1 to the
Issuers current report on Form 8-K (File No. 001-34046)
filed with the Commission on February 3, 2010 and
incorporated herein in its entirety by reference). |
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Exhibit K
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Contribution Agreement by and among Western Gas Resources,
Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC,
Western Gas Holdings, LLC, WES GP, Inc., Western Gas
Partners, LP, Western Gas Operating, LLC and WGR Operating,
LP (attached as Exhibit 2.1 to the Issuers current report
on Form 8-K (File No. 001-34046) filed with the Commission
on August 5, 2010 and incorporated herein in its entirety
by reference). |
Schedule 1
Executive Officers of Anadarko Petroleum Corporation
Robert P. Daniels
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 0
Robert G. Gwin
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President, Finance and Chief Financial Officer of Anadarko
Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 10,000 (less than 1%)
James T. Hackett
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chief Executive Officer and Chairman of the Board of Anadarko Petroleum
Corporation
Citizenship: USA
Amount Beneficially Owned: 15,100 (less than 1%)
Charles A. Meloy
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President, Worldwide Operations of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 3,000 (less than 1%)
Robert K. Reeves
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President, General Counsel, and Chief Administrative Officer of
Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 9,000 (less than 1%)
R. A. Walker
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President and Chief Operating Officer of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 6,000 (less than 1%)
Directors of Anadarko Petroleum Corporation
John R. Butler, Jr.
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman of J. R. Butler and Company, a reservoir engineering company
Citizenship: USA
Amount Beneficially Owned: 3,000 (less than 1%)
Luke R. Corbett
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0
John R. Gordon
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Managing Director of Deltec Asset Management LLC, an investment firm
Citizenship: USA
Amount Beneficially Owned: 0
Preston M. Geren III
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Retired
Citizenship: USA
Amount Beneficially Owned: 0
Robert J. Allison, Jr.
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman Emeritus of Anadarko Petroleum Corporation
Citizenship: USA
Amount Beneficially Owned: 0
Peter J. Fluor
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman and CEO of Texas Crude Energy, Inc., a private, independent oil and
gas exploration company
Citizenship: USA
Amount Beneficially Owned: 24,200 (less than 1%)
Paula Rosput Reynolds
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President and CEO of Preferwest, LLC, a business advisory group
Citizenship: USA
Amount Beneficially Owned: 12,100 (less than 1%)
H. Paulett Eberhart
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman and Chief Executive Officer of HMS Ventures, a private real estate
investment company
Citizenship: USA
Amount Beneficially Owned: 1,000 (less than 1%)
James T. Hackett
(See above)
Executive Officers of Western Gas Resources, Inc.
Robert G. Gwin
Senior Vice President and Chief Financial Officer
(See above)
Robert K. Reeves
Senior Vice President
(See above)
R. A. Walker
Chairman of the Board and President
(See above)
Directors of Western Gas Resources, Inc.
Charles A. Meloy
(See above)
Robert K. Reeves
(See above)
R.A. Walker
(See above)
Executive Officers of WGR Holdings, LLC
Robert G. Gwin
Senior Vice President and Chief Financial Officer
(See above)
Robert K. Reeves
Senior Vice President
(See above)
Danny J. Rea
Address: c/o Anadarko Petroleum Corporation, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Vice President
Citizenship: USA
Amount Beneficially Owned: 7,500 (less than 1%)
Directors of WGR Holdings, LLC
Robert G. Gwin
(See above)
Danny J. Rea
(See above)
Robert K. Reeves
(See above)
Executive Officers of Western Gas Holdings, LLC
Donald R. Sinclair
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President and Chief Executive Officer of Western Gas Holdings, LLC
Citizenship: USA
Amount Beneficially Owned: 66,945 (less than 1%)
Benjamin M. Fink
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Senior Vice President, Chief Financial Officer, and Chief Accounting
Officer of Western Gas Holdings, LLC
Citizenship: USA
Amount Beneficially Owned: 990 (less than 1%)
Danny J. Rea
(See above)
Directors of Western Gas Holdings, LLC
Robert G. Gwin
Chairman of the Board
(See above)
Donald R. Sinclair
(See above)
R. A. Walker
(See above)
Milton Carroll
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman of CenterPoint Energy, Inc., an energy company
Citizenship: USA
Amount Beneficially Owned: 8,736 (less than 1%)
Anthony R. Chase
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Professor of Law at the University of Houston, a law school
Citizenship: USA
Amount Beneficially Owned: 29,035 (less than 1%)
James R. Crane
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: Chairman and Chief Executive of Crane Capital Group, a private equity
investment firm
Citizenship: USA
Amount Beneficially Owned: 492,763 (1.16%)
Robert K. Reeves
(See above)
David J. Tudor
Address: c/o Western Gas Holdings, LLC, 1201 Lake Robbins Drive, The Woodlands,
Texas 77380-1046
Principal Occupation: President and Chief Executive Officer of ACES Power Marketing, a
commodity risk management company
Citizenship: USA
Amount Beneficially Owned: 12,236 (less than 1%)
Charles A. Meloy
(See above)