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