0001209191-13-013824.txt : 20130305 0001209191-13-013824.hdr.sgml : 20130305 20130305140429 ACCESSION NUMBER: 0001209191-13-013824 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130301 FILED AS OF DATE: 20130305 DATE AS OF CHANGE: 20130305 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Gas Partners LP CENTRAL INDEX KEY: 0001414475 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 261075808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Western Gas Partners DATE OF NAME CHANGE: 20071009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANADARKO PETROLEUM CORP CENTRAL INDEX KEY: 0000773910 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 13665109 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-1046 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DR. CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC CENTRAL INDEX KEY: 0000856716 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 13665108 BUSINESS ADDRESS: STREET 1: 1099 18TH STREET, SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202-1955 BUSINESS PHONE: 303 452 5603 MAIL ADDRESS: STREET 1: 1099 18TH STREET, SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202-1955 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Western Gas Equity Partners, LP CENTRAL INDEX KEY: 0001423902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 13665107 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-7046 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-7046 FORMER NAME: FORMER CONFORMED NAME: WGR Holdings LLC DATE OF NAME CHANGE: 20080115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Western Gas Equity Holdings, LLC CENTRAL INDEX KEY: 0001563544 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 13665106 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (832) 636-6000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anadarko E&P Onshore LLC CENTRAL INDEX KEY: 0001570991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 13665104 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANADARKO HOLDING Co CENTRAL INDEX KEY: 0001570992 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 13665103 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANADARKO MARCELLUS MIDSTREAM, L.L.C. CENTRAL INDEX KEY: 0001571011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34046 FILM NUMBER: 13665105 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 4 1 c495426_4x0.xml MAIN DOCUMENT DESCRIPTION X0306 4 2013-03-01 0001414475 Western Gas Partners LP WES 0000773910 ANADARKO PETROLEUM CORP 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0000856716 WESTERN GAS RESOURCES INC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001423902 Western Gas Equity Partners, LP 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001563544 Western Gas Equity Holdings, LLC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001571011 ANADARKO MARCELLUS MIDSTREAM, L.L.C. 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001570991 Anadarko E&P Onshore LLC 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 0001570992 ANADARKO HOLDING Co 1201 LAKE ROBBINS DR. THE WOODLANDS TX 77380 0 0 1 0 Common Units representing limited partner interests 2013-03-01 4 P 0 449129 54.55 A 49745334 I See footnotes On March 1, 2013, as partial consideration for an acquisition of assets from Anadarko Petroleum Corporation ("Anadarko"), Western Gas Partners, LP ("WES") issued 449,129 common units to an indirect wholly owned subsidiary of Anadarko, Anadarko Marcellus Midstream, L.L.C. ("AMM"), at $54.55 per unit, pursuant to a Contribution Agreement dated as of February 27, 2013. As of March 1, 2013, (i) WGP owns 49,296,205 WES common units and 100% of the membership interests in WES's general partner, Western Gas Holdings, LLC, (ii) Western Gas Resources, Inc. ("WGR") owns (X) all of the membership interests of Western Gas Equity Holdings, LLC ("WGP GP"), the general partner of WGP, and (Y) 92% of the issued and outstanding limited partner interests in WGP, (iii) WGP GP owns a 0% noneconomic general partner interest in WGP, and (iv) Anadarko owns all of the issued and outstanding shares of common stock of WGR. Accordingly, WGP GP, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGP. As of March 1, 2013, (i) AMM owns 449,129 WES common units, (ii) Anadarko E&P Onshore LLC ("Anadarko E&P") owns 100% of the membership interests in AMM, (iii) Anadarko Holding Company owns 100% of the member interests in Anadarko E&P, and (iv) Anadarko owns 100% of the member interests in Anadarko Holding Company ("AHC"). Accordingly, Anadarko E&P, AHC and Anadarko may be deemed to be indirect beneficial owners of any securities held by AMM. /s/ Philip H. Peacock, Authorized Signatory of Anadarko Petroleum Corporation 2013-03-05 /s/ Philip H. Peacock, Authorized Signatory of Western Gas Resources, Inc. 2013-03-05 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of the general partner of Western Gas Equity Partners, LP 2013-03-05 /s/ Philip H. Peacock, Vice President, General Counsel and Corporate Secretary of Western Gas Equity Holdings, LLC 2013-03-05 /s/ Philip H. Peacock, Authorized Signatory for Anadarko Marcellus Midstream, L.L.C. 2013-03-05 /s/ Philip H. Peacock, Authorized Signatory for Anadarko E&P Onshore LLC 2013-03-05 /s/ Philip H. Peacock, Authorized Signatory for Anadarko Holding Company 2013-03-05 EX-24 2 c495426_24.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Robert K. Reeves, Linda A. Mansker, Amanda M.McMillian, Anne V. Bruner and Philip H. Peacock, signing singly, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as a director, officer, 10% owner or person otherwise required to file, with respect to Western Gas Partners, LP (the "Company"), Forms ID, 3, 4 and 5, pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder, and Form 144, pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), and the rules thereunder, if required; and 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, Form 4, Form 5 or Form 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in- fact, may be of benefit to in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16(a) of the Exchange Act or Rule 144 of the Securities Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer a director of the Company unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact; provided, however, this Power of Attorney will expire immediately upon the termination of employment of any attorney-in-fact as to that attorney-in-fact only, but not as to any other appointed attorney-in-fact hereunder. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of February, 2013. ANADARKO PETROLEUM CORPORATION ANADARKO HOLDING COMPANY ANADARKO E&P ONSHORE LLC ANADARKO MARCELLUS MIDSTREAM, L.L.C. WESTERN GAS RESOURCES, INC. /s/ Robert K. Reeves ----------------------------------- By: Robert K. Reeves Title: Senior Vice President WESTERN GAS EQUITY HOLDINGS, LLC /s/ Philip H. Peacock ----------------------------------- By: Philip H. Peacock Title: Vice President, General Counsel and Corporate Secretary WESTERN GAS EQUITY PARTNERS, LP By: WESTERN GAS EQUITY HOLDINGS, LLC /s/ Philip H. Peacock --------------------------------- Philip H. Peacock Vice President, General Counsel and Corporate Secretary