Obligation Weststream Midstream LP 1.038% ( US958667AD99 ) en USD

Weststream Midstream LP

100 % ▲

Etas-Unis

US958667AD99 ( en USD )

1.038% par an ( paiement trimestriel )

12/01/2023 - Obligation échue

Prospectus brochure de l'obligation Western Midstream Operating L.P US958667AD99 en USD 1.038%, échue

2 000 USD

300 000 000 USD

958667AD9

BB ( Spéculatif )

Ba2 ( Spéculatif )

Western Midstream Operating L.P. est une société américaine de partenariat à responsabilité limitée qui fournit des services de transport, de traitement et de stockage de pétrole brut et de gaz naturel, principalement dans le bassin permien du Texas et du Nouveau-Mexique.

L'Obligation émise par Weststream Midstream LP ( Etas-Unis ) , en USD, avec le code ISIN US958667AD99, paye un coupon de 1.038% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 12/01/2023

L'Obligation émise par Weststream Midstream LP ( Etas-Unis ) , en USD, avec le code ISIN US958667AD99, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Weststream Midstream LP ( Etas-Unis ) , en USD, avec le code ISIN US958667AD99, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231590-01
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
Floating rate senior notes due 2023

$300,000,000

100.000%

$300,000,000

$38,940.00
3.10% senior notes due 2025

$1,000,000,000

99.962%

$999,620,000

$129,750.68
4.05% senior notes due 2030

$1,200,000,000

99.900%

$1,198,800,000

$155,604.24
5.25% senior notes due 2050

$1,000,000,000

99.442%

$994,420,000

$129,075.72
Total

$3,500,000,000

$3,492,840,000

$453,370.64

(1)
This filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the securities offered from
Registration Statement on Form S-3 (File No. 333-231590-01) by means of this prospectus supplement.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 17, 2019)
$3,500,000,000

Western Midstream Operating, LP
$300,000,000 FLOATING RATE NOTES DUE 2023
$1,000,000,000 3.100% SENIOR NOTES DUE 2025
$1,200,000,000 4.050% SENIOR NOTES DUE 2030
$1,000,000,000 5.250% SENIOR NOTES DUE 2050

We are offering $300,000,000 aggregate principal amount of Floating Rate Notes due 2023 (the "floating rate notes"), $1,000,000,000 aggregate
principal amount of 3.100% Senior Notes due 2025 (the "2025 notes"), $1,200,000,000 aggregate principal amount of 4.050% Senior Notes due 2030 (the
"2030 notes"), and $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2050 (the "2050 notes" and, together with the floating rate
notes, the 2025 notes and the 2030 notes, the "notes"). Interest on the 2025 Notes, the 2030 Notes and 2050 Notes notes will be paid semi-annually on
February 1 and August 1 of each year, commencing on August 1, 2020. Interest on the floating rate notes will be paid quarterly on January 13, April 13,
July 13 and October 13 of each year, commencing on April 13, 2020. The interest rate on the notes may be adjusted under the circumstances described in
this prospectus supplement under "Description of Notes--Interest Rate Adjustment." The floating rate notes will mature on January 13, 2023, the 2025
notes will mature on February 1, 2025, the 2030 notes will mature on February 1, 2030, and the 2050 notes will mature on February 1, 2050, unless, with
respect to the 2025 notes, the 2030 notes and the 2050 notes, redeemed prior to maturity.
We may redeem the 2025 notes, the 2030 notes and the 2050 notes, in whole or in part, at any time or from time to time prior to their maturity at the
applicable redemption price described in this prospectus supplement under "Description of Notes--Optional Redemption." In addition, under certain
circumstances, a change in control followed by a credit-rating decline on the notes may require us to repurchase the notes on the terms described in this
prospectus supplement under "Description of Notes--Change in Control."
The notes will be our senior unsecured obligations, ranking equally in right of payment with our other existing and future senior indebtedness.
For a more detailed description of the notes, see "Description of Notes" beginning on page S-16.
The notes are new issues of securities with no established trading market. We do not currently intend to apply for listing of the notes on any
securities exchange or for quotation on any automated quotation system.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement and on
page 3 of the accompanying base prospectus.

Per
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Floating
Total
Per
Per
Rate
Floating Rate
2025
Total 2025
Per 2030
Total 2030
2050
Total 2050

Note
Notes
Note
Notes
Note
Notes
Note
Notes

Initial price to public(1)
100.000% $300,000,000 99.962% $999,620,000 99.900% $1,198,800,000 99.442% $994,420,000
Underwriting discount

0.450% $
1,350,000 0.600% $
6,000,000
0.650% $
7,800,000 0.875% $
8,750,000
Proceeds before expenses to Western Midstream
Operating, LP
99.550% $298,650,000 99.362% $993,620,000 99.250% $1,191,000,000 98.567% $985,670,000

(1)
Plus accrued interest, if any, from January 13, 2020 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement and the accompanying base prospectus are truthful or complete. Any representation to the contrary is a
criminal offense.
We expect that delivery of the notes offered hereby will be made in book-entry through the facilities of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, on or about January 13,
2020.

Joint Book-Running Managers

Barclays

Citigroup

Deutsche Bank Securities

PNC Capital Markets LLC
BMO Capital Markets

Comerica Securities

Credit Suisse

Mizuho Securities
MUFG

RBC Capital Markets

Scotiabank

SOCIETE GENERALE
SunTrust Robinson Humphrey

TD Securities

US Bancorp

Wells Fargo Securities
Co-Managers

Capital One Securities

Raymond James

Stifel
The date of this prospectus supplement is January 9, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-14
Capitalization
S-15
Description of Notes
S-16
Material U.S. Federal Income Tax Consequences
S-41
Underwriting (Conflicts of Interest)
S-47
Legal Matters
S-52
Experts
S-52
Forward-Looking Statements
S-53
Information Incorporated by Reference
S-55
Prospectus

Page
About This Prospectus

1
About WES and WES Operating

1
Cautionary Note Regarding Forward-Looking Statements

1
Risk Factors

3
Use of Proceeds

4
Description of WES Common Units

4
Description of WES Preferred Units

4
Description of WES Operating Debt Securities

5
Material U.S. Federal Income Tax Consequences

14
Investment in WES Common Units, WES Preferred Units or WES Operating Debt Securities by Employee Benefit Plans

29
Plan of Distribution

32
Legal Matters

33
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Experts

33
Where You Can Find More Information

34
The first part of this document is the prospectus supplement, which describes the specific terms of this notes offering. The second part of this
document is the accompanying base prospectus, which provides more general information, some of which may not apply to this notes offering. Generally,
when we refer only to the "prospectus," we are referring to both parts combined. If the information about the notes offering varies between this prospectus
supplement and the accompanying base prospectus, the information in this prospectus supplement supersedes the information in the base prospectus.
Any statement made in this prospectus or in a document incorporated or deemed incorporated by reference into this prospectus will be deemed
modified or superseded for purposes of this prospectus to the extent that a statement contained in or incorporated by reference into this prospectus or in any
other subsequently filed document that also is incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Please read "Information
Incorporated by Reference" on page S-55 of this prospectus supplement.

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Table of Contents
We have not, and the underwriters have not, authorized any person to provide you with any information or represent anything about us other than
what is contained in this prospectus supplement, the accompanying base prospectus, and any free writing prospectus prepared by us or on our behalf
relating to this notes offering. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any information that
others may provide to you. This prospectus does not constitute an offer to sell any securities other than the securities offered hereunder. We are not, and
the underwriters are not, offering to sell the notes, or seeking offers to buy the notes, in any jurisdiction where such offers and sales are not permitted or to
any person to whom it is unlawful to make such an offer. You should not assume that the information contained in this prospectus supplement, the
accompanying base prospectus, or any free writing prospectus is accurate as of any date other than the dates presented in these documents or that any
information we have incorporated by reference herein is accurate as of any date other than the date of the applicable document incorporated by reference.
Our business, financial condition, results of operations, and prospects may have changed since those respective dates.
None of Western Midstream Operating, LP, the underwriters, or any of their respective representatives is making any representation to you regarding
the legality of an investment in the notes by you under applicable laws. You should consult with your own advisors as to legal, tax, business, financial, and
related aspects of an investment in the notes.

S-ii
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in or incorporated by reference into this prospectus supplement and the
accompanying base prospectus. It does not contain all of the information that you should consider before making an investment decision. You should
read this entire prospectus supplement, the accompanying base prospectus, and the documents incorporated herein by reference for a more complete
understanding of this notes offering. Please read "Risk Factors" beginning on page S-8 of this prospectus supplement and on page 3 of the
accompanying base prospectus for information regarding risks you should consider before investing in the notes.
Throughout this prospectus supplement, when we use the terms "we," "us," "our" or the "Partnership," we are referring either to Western
Midstream Operating, LP, a subsidiary of Western Midstream Partners, LP ("WES"), in its individual capacity, or to Western Midstream Operating,
LP and its subsidiaries collectively, as the context requires. References in this prospectus supplement to "our general partner" refer to Western
Midstream Operating GP, LLC, the general partner of Western Midstream Operating, LP. References in this prospectus supplement to "Occidental"
refer to Occidental Petroleum Corporation and its subsidiaries, including the general partner of WES, which Occidental indirectly acquired on
August 8, 2019, in connection with the closing of Occidental's acquisition by merger of Anadarko Petroleum Corporation.
Our Business
We are a growth-oriented Delaware limited partnership formed in 2007 to acquire, own, develop, and operate midstream energy assets. We
currently own or have investments in assets located in the Rocky Mountains (Colorado, Utah and Wyoming), North-central Pennsylvania, Texas, and
New Mexico. We are engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and
transporting condensate, natural gas liquids ("NGLs"), and crude oil; and gathering and disposing of produced water. In addition, in our capacity as a
natural-gas processor, we buy and sell natural gas, NGLs, and condensate on behalf of ourselves and as agent for our customers under certain of our
contracts. We provide these midstream services for Occidental, as well as for third-party producers and customers.
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Our Assets
As of September 30, 2019, we owned and operated 17 gathering systems, including five produced-water disposal systems, 35 treating facilities,
24 natural gas processing plants/trains, two NGLs pipelines, five natural gas pipelines, and three oil pipelines. In addition, we owned interests in three
non-operated gathering systems, two operated gathering systems, three operated treating facilities, three operated natural-gas processing plants/trains,
and one oil pipeline, with separate interests accounted for under the equity method in two gathering systems, three treating facilities, five natural gas
processing plants/trains, four NGLs pipelines, one natural gas pipelines, and three oil pipelines.
Our Ownership and Principal Offices
WES owns, directly and indirectly, a 98.0% limited partner interest in us and directly owns all of the outstanding equity interests of Western
Midstream Operating GP, LLC, which holds the entire non-economic general partner interest in us. WES's general partner is a wholly owned, indirect
subsidiary of Occidental. A

S-1
Table of Contents
subsidiary of Occidental indirectly owns the remaining 2.0% limited partner interest in us. The chart below depicts our organization and ownership
structure as of December 31, 2019:

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S-2
Table of Contents
Our principal executive offices are located at 1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046, and our telephone number is (832)
636-6000. Our website is located at http://www.westernmidstream.com. The information on our website is not part of this prospectus supplement or
the accompanying base prospectus.

S-3
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Table of Contents
The Offering

Issuer
Western Midstream Operating, LP.

Notes Offered
We are offering $3.5 billion aggregate principal amount of notes of the following series:

· $300.0 million aggregate principal amount of Floating Rate Notes due 2023;

· $1.0 billion aggregate principal amount of 3.100% Senior Notes due 2025;

· $1.2 billion aggregate principal amount of 4.050% Senior Notes due 2030; and

· $1.0 billion aggregate principal amount of 5.250% Senior Notes due 2050.

Maturity Date
Unless, with respect to the 2025 notes, the 2030 notes and the 2050 notes, redeemed prior to
maturity as described below, the floating rate notes will mature on January 13, 2023, the
2025 notes will mature on February 1, 2025, the 2030 notes will mature on February 1, 2030,
and the 2050 notes will mature on February 1, 2050.

Interest Rate
Interest on the floating rate notes will accrue from January 13, 2020 at a benchmark rate
(which will initially be three-month LIBOR rate) on the interest determination date plus
0.85%. Interest will accrue on the 2025 notes, the 2030 notes and the 2050 notes from
January 13, 2020, and will accrue at a rate of 3.100% per annum on the 2025 notes, 4.050%
per annum on the 2030 notes, and 5.250% per annum on the 2050 notes.

Interest Payment Dates
Interest on the floating rate notes will be payable quarterly in arrears on January 13, April 13,
July 13 and October 13 of each year, commencing on April 13, 2020. Interest on the 2025
notes, the 2030 notes and the 2050 notes will be payable semiannually in arrears on
February 1 and August 1, commencing on August 1, 2020.

Interest Rate Adjustment
The interest rate payable on the notes will be subject to adjustment from time to time if any
of Fitch Ratings, Inc., Moody's Investors Service, Inc. or S&P Global Ratings Services
downgrades (or if any of them downgrades and subsequently upgrades) the credit rating
assigned to the notes. If Fitch increases its rating applicable to the notes of a series of BBB or
higher, Moody's increases its rating applicable to the notes of such series to Baa2 or higher,
and S&P increase its ratings applicable to the notes of such series to BBB or higher, the
interest rate on such series of notes will remain at, or be decreased to, as the case may be, the
interest rate for such series of the notes set forth on the cover page of this prospectus
supplement, and no subsequent downgrades in a rating shall result in an adjustment of the
interest rates on the notes of such series. See "Description of Notes--Interest Rate
Adjustment."

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Table of Contents
Future Subsidiary Guarantees
Initially, the notes will not be guaranteed by any of our subsidiaries. In the future, however,
if any of our subsidiaries guarantees our obligations under our revolving credit facility, then
that subsidiary will, jointly and severally, fully and unconditionally guarantee our payment
obligations under the notes so long as such subsidiary has any guarantee obligation under our
revolving credit facility. If we cannot make payments on the notes when they are due, any
subsidiary guarantor existing at such time must make them instead. See "Description of
Notes--Future Subsidiary Guarantees."

Use of Proceeds
We expect to receive net proceeds from this offering of approximately $3.469 billion after
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deducting the underwriting discount and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering to repay and terminate our $3.0 billion
term loan credit facility. We will use any remaining net proceeds for general partnership

purposes, including repayment of borrowings under our revolving credit facility. See "Use of
Proceeds."

Affiliates of certain of the underwriters are lenders under our term loan credit facility or
revolving credit facility and, as such, certain of such affiliates of the underwriters are
expected to receive 5% or more of the net proceeds from this offering pursuant to the

repayment of borrowings under each facility. Accordingly, such underwriters are deemed to
have a "conflict of interest" within the meaning of FINRA Rule 5121, and this offering will
be conducted in accordance with FINRA Rule 5121. See "Underwriting (Conflicts of
Interest)--Conflicts of Interest."

Ranking
The notes will be our senior unsecured obligations and will:

· rank equally in right of payment with all of our existing and future senior

indebtedness, including borrowings under our revolving credit facility;

· rank senior in right of payment to all of our future subordinated indebtedness;

· rank junior in right of payment to all secured indebtedness we may incur in the

future to the extent of the value of the assets securing such indebtedness; and

· be structurally subordinated to all existing and future liabilities of any of our

subsidiaries, other than any subsidiaries that may guarantee the notes in the future.

As of September 30, 2019, after giving effect to the issuance and sale of the notes and the
application of the net proceeds as set forth under "Use of Proceeds," we would have had total

consolidated indebtedness of $8.1 billion, none of which is secured and consisting solely of
our senior notes, including the notes offered hereby, and we would have been able to incur
$2.0 billion of

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Table of Contents

aggregate indebtedness under our revolving credit facility. See "Capitalization."

Optional Redemption
At our option, any or all of the 2025 notes, the 2030 notes and the 2050 notes may be
redeemed, in whole or in part, at any time prior to maturity. If we elect to redeem and repay
the 2025 notes before the date that is one month prior to the maturity date of the 2025 notes,
to redeem and repay the 2030 notes before the date that is three months prior to the maturity
date of the 2030 notes, or to redeem and repay the 2050 notes before the date that is
six months prior to the maturity date of the 2050 notes, we will pay an amount equal to the
greater of (i) 100% of the principal amount of the notes redeemed and repaid, or (ii) the sum
of the present values of the remaining scheduled payments of principal and interest on such
notes that would be due if such notes matured on the applicable Par Call Date (as defined
herein) (exclusive of interest accrued to the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable rate set forth under "Description of Notes--Optional Redemption."
If we elect to redeem and repay the 2025 notes, the 2030 notes or the 2050 notes on or after
the applicable Par Call Date, we will pay an amount equal to 100% of the principal amount
of the notes redeemed and repaid. We will pay accrued interest on the notes redeemed to the
redemption date. We do not have the right to redeem the floating rate notes prior to their
maturity. See "Description of Notes--Optional Redemption."

Change in Control
Under certain circumstances, if we experience a change of control followed by a credit-rating
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decline on the notes, we will offer to repurchase all of the notes at a price equal to 101% of
the principal amount plus accrued and unpaid interest to the repurchase date. See
"Description of Notes--Change of Control."

Covenants
We will issue the notes under an indenture with Wells Fargo Bank, National Association, as
trustee. The indenture will contain covenants that, among other things, will limit our ability
and the ability of certain of our subsidiaries to:

· create liens on our principal properties;

· engage in sale and leaseback transactions; and

· merge or consolidate with another entity or sell, lease or transfer substantially all of

our properties or assets to another entity.

These covenants will be subject to a number of important exceptions, limitations and

qualifications. See "Description of Notes--Certain Covenants."

Further Issuances
We may, from time to time, without notice to or consent of the holders of any series of the
notes, issue additional notes having the

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same interest rate, maturity and other terms as the notes of the applicable series offered

hereby. Any additional notes having such similar terms, together with the notes offered
hereby of the applicable series, will constitute a single series under the indenture.

Listing and Trading
The notes are new issues of securities with no established trading market. We do not intend
to list the notes of any series for trading on any securities exchange. The underwriters have
advised us that they currently intend to make a market in the notes. However, they are not
obligated to do so, and they may discontinue any market-making activities at any time
without notice.

Governing Law
The indenture and the notes will be governed by, and construed in accordance with, the laws
of the State of New York.

Risk Factors
Investing in the notes involves risks. Before making an investment in the notes offered
hereby, you should read "Risk Factors" beginning on page S-8 of this prospectus supplement
and on page 3 of the accompanying base prospectus together with the documents and other
cautionary statements contained or incorporated by reference herein or therein.

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Table of Contents
RISK FACTORS
An investment in the notes involves risk. Before making an investment in the notes offered hereby, you should carefully consider the risk factors
below and those included under the caption "Risk Factors" beginning on page 3 of the accompanying base prospectus, as well as the risk factors included
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and our quarterly reports on Form 10-Q for the quarters ended
March 31, 2019, June 30, 2019, and September 30, 2019, together with all of the other information included or incorporated by reference in this
prospectus supplement. If any of these risks were to occur, our business, financial condition, or results of operations and the trading price of the notes
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could be materially and adversely affected.
Risks Related to the Notes
Our significant indebtedness, and any future indebtedness, as well as the restrictions in our debt agreements may adversely affect our future financial
and operating flexibility and our ability to service the notes.
As of September 30, 2019, after giving effect to this offering and the application of the net proceeds as described in "Use of Proceeds," our
consolidated indebtedness would have been $8.1 billion, none of which is secured and consisting solely of our senior notes, including the notes offered
hereby, and we would have been able to incur $2.0 billion of aggregate indebtedness under our revolving credit facility. Our significant indebtedness and
the additional debt we may incur in the future may adversely affect our liquidity and likewise adversely affect our ability to make interest payments on the
notes.
Among other things, our significant indebtedness may be viewed negatively by credit rating agencies, which could result in increased costs for us to
access capital markets. Any future downgrade of the debt issued by us or our subsidiaries could significantly increase our cost of capital and/or adversely
affect our ability to raise capital in the future.
Debt-service obligations and restrictive covenants in our revolving credit facility, the indentures governing our existing notes, and the indenture that
will govern the notes may adversely affect our ability to finance future operations, pursue acquisitions, and fund other capital needs. In addition, this
leverage may make our results of operations more susceptible to adverse economic or operating conditions by limiting our flexibility in planning for, or
reacting to, changes in our business and the industry in which we operate, thereby placing us at a competitive disadvantage as compared to our competitors
that have less debt.
The indenture that will govern the notes will permit us to incur additional debt, which would be equal in right of payment to the notes. If we incur
any additional indebtedness, including trade payables, that ranks equally with the notes, the holders of that debt would be entitled to share ratably with you
in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution, or other winding up of us. This may have the effect
of reducing the amount of proceeds ultimately paid to you. If new debt is added to our current debt levels, related risks that we now face could intensify.
The notes will be our senior unsecured obligations and, as a result, the notes will be effectively junior to any future secured indebtedness that we
incur, to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to the indebtedness and other liabilities of
our subsidiaries, other than subsidiaries that may guarantee the notes in the future.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other existing and future senior
unsecured indebtedness, and will be structurally subordinated to the claims of all creditors, including trade creditors and tort claimants, of our subsidiaries,
other than subsidiaries that may guarantee the notes in the future. In the event of the liquidation, dissolution, reorganization, bankruptcy, or similar
proceeding of the business of a subsidiary that is not a guarantor, creditors of that subsidiary, including

S-8
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trade creditors, would generally have the right to be paid in full before any distribution is made to us or the holders of the notes. Accordingly, there may
not be sufficient funds remaining to pay amounts due on all or any of the notes. As of September 30, 2019, our subsidiaries had no debt for borrowed
money owing to any unaffiliated third parties. However, the indenture will not prohibit such subsidiaries from incurring indebtedness in the future.
In addition, because the notes and any future guarantees of the notes will be unsecured, holders of any secured indebtedness of ours or our
subsidiaries would have claims with respect to the assets constituting collateral for such indebtedness that are senior to the claims of the holders of the
notes. Currently, neither we nor any of our subsidiaries has any secured indebtedness. Although the indenture governing the notes will place some
limitations on our ability to create liens securing indebtedness, there will be significant exceptions to these limitations that would allow us to secure
significant amounts of indebtedness without equally and ratably securing the notes. If we or our subsidiaries incur secured indebtedness and such
indebtedness is accelerated or we become subject to bankruptcy, liquidation, or reorganization proceedings, our and our subsidiaries' assets would be used
to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the notes. Consequently, any such secured
indebtedness would effectively be senior to the notes and any future guarantees of the notes, to the extent of the value of the collateral securing such
secured indebtedness. In that event, you may not be able to recover all the principal or interest you are due under the notes.
Any future subsidiary guarantees could be deemed fraudulent conveyances under certain circumstances, and in such event a court may try to
subordinate or void the subsidiary guarantees.
The notes will not be guaranteed by any of our existing subsidiaries, although in the future, one or more of our subsidiaries may do so. Under the
federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee could be voided, or claims in respect of a
subsidiary guarantee could be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it
incurred the indebtedness evidenced by its subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of
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such subsidiary guarantee and:

·
was insolvent or rendered insolvent by reason of such incurrence;

·
was engaged in a business or transaction for which the subsidiary guarantor's remaining assets constituted unreasonably small capital; or

·
intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.
In addition, any payment by that subsidiary guarantor pursuant to its subsidiary guarantee could be voided and required to be returned to the
subsidiary guarantor, or to a fund for the benefit of the creditors of the subsidiary guarantor. The measures of insolvency for purposes of these fraudulent
transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a
subsidiary guarantor would be considered insolvent if:

·
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

·
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability, including contingent

liabilities, on its existing debts, as they become absolute and mature; or

·
it could not pay its debts as they become due.

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Table of Contents
We will make only limited covenants in the indenture that will govern the notes and these limited covenants may not protect your investment.
The indenture that will govern the notes will not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows, or liquidity and, accordingly, will not

protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;

·
limit our subsidiaries' ability to incur indebtedness which would structurally rank senior to the notes;

·
limit our ability to incur indebtedness that is equal in right of payment to the notes; or

·
restrict our ability to make investments or to pay distributions or make other payments in respect of our common units or other securities

ranking junior to the notes.
The indenture also will permit us and our subsidiaries to incur additional indebtedness, including secured indebtedness, that could effectively rank
senior to the notes, and to engage in leaseback arrangements, subject to certain limitations. Any of these actions could adversely affect our ability to make
principal and interest payments on the notes.
We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We do not have significant assets
other than equity in our subsidiaries and equity investees. As a result, our ability to make required payments on the notes depends on the performance of
our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other
things, credit instruments, applicable state business organization laws, and other laws and regulations. If our subsidiaries are prevented from distributing
funds to us, we may be unable to pay all the principal and interest on the notes when due.
Your ability to transfer the notes at a time or price you desire may be limited by the absence of an active trading market, which may not develop.
Although we have registered this offering of the notes under the Securities Act of 1933, as amended (the "Securities Act"), we do not intend to apply
for listing of any series of the notes on any securities exchange or for quotation of any series of the notes in any automated dealer quotation system. In
addition, although the underwriters have informed us that they intend to make a market in the notes, as permitted by applicable laws and regulations, they
are not obligated to make a market in the notes, and they may discontinue their market-making activities at any time and without notice. An active market
for the notes does not currently exist and may not develop or, if developed, may not continue. In the absence of an active trading market, you may not be
able to transfer the notes within the time or at the price you desire.
We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service the notes or to repay
them at maturity.
Unlike a corporation, our partnership agreement requires us to distribute, on a quarterly basis, 100% of our available cash to our unitholders of
record. Generally, the amount of available cash is equal to all cash on hand at the end of the quarter, plus, at the discretion of our general partner, working
capital borrowings made subsequent to the end of such quarter, less the amount of cash reserves established by our general partner to provide for the proper
conduct of our business, including reserves to fund future capital expenditures; to comply with applicable laws, debt instruments, or other agreements; or
https://www.sec.gov/Archives/edgar/data/1414475/000119312520005523/d863955d424b5.htm[1/13/2020 8:29:14 AM]

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