Bond Weststream Midstream LP 5.45% ( US958254AD64 ) in USD

Weststream Midstream LP

95.88 % ▼

United States

US958254AD64 ( in USD )

5.45% per year ( payment 2 times a year)

31/03/2044

Prospectus brochure of the bond Western Midstream Operating L.P US958254AD64 en USD 5.45%, maturity 31/03/2044

1 000 USD

600 000 000 USD

958254AD6

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/04/2026 ( In 108 days )

Western Midstream Operating L.P. is a publicly traded master limited partnership (MLP) that provides midstream energy services, including natural gas gathering, processing, and transportation, as well as crude oil transportation and storage, primarily in the Permian Basin and other key U.S. production regions.

The Bond issued by Weststream Midstream LP ( United States ) , in USD, with the ISIN code US958254AD64, pays a coupon of 5.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2044

The Bond issued by Weststream Midstream LP ( United States ) , in USD, with the ISIN code US958254AD64, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Weststream Midstream LP ( United States ) , in USD, with the ISIN code US958254AD64, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-193828
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Class of securities registered

Offering Price

Registration Fee
2.600% Senior Notes due 2018
$100,000,000
$ 12,880 (1)
5.450% Senior Notes due 2044
$400,000,000
$ 51,520 (1)

(1) The filing fee, calculated in accordance with Rule 457(r), was transmitted to the Securities and Exchange Commission on
March 12, 2014 in connection with the securities offered from Registration Statement File No. 333-193828 by means of this
prospectus supplement.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated February 7, 2014)

2.600% SENIOR NOTES DUE 2018
5.450% SENIOR NOTES DUE 2044

We are offering $100,000,000 aggregate principal amount of 2.600% Senior Notes due 2018 (the "new 2018 notes") and
$400,000,000 aggregate principal amount of 5.450% Senior Notes due 2044 (the "2044 notes" and together with the new 2018 notes,
the "notes"). The new 2018 notes are being offered as additional notes under an indenture pursuant to which we issued $250,000,000
aggregate principal amount of 2.600% Senior Notes due 2018 on August 14, 2013 (the "existing 2018 notes" and, together with the
new 2018 notes, the "2018 notes"). The new 2018 notes offered hereby and the existing 2018 notes will be treated as a single class of
securities under the applicable indenture. Interest on the 2018 notes will be paid semi-annually on February 15 and August 15 of each
year, with the next interest payment being due on August 15, 2014. Interest on the 2044 notes will be paid semi-annually on April 1
and October 1 of each year, commencing October 1, 2014. The 2018 notes will mature on August 15, 2018 and the 2044 notes will
mature on April 1, 2044, in each case unless redeemed prior to maturity.
We may redeem the notes, in whole or in part, at any time or from time to time prior to their maturity as described in this
prospectus supplement under "Description of Notes -- Optional Redemption."
Like the existing 2018 notes, 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 2044 notes are a new issue of securities with no established trading market. We do not currently intend to apply for listing
of the 2044 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-7 of this prospectus
supplement and on page 3 of the accompanying base prospectus.

Per 2018
Total 2018
Per 2044
Total 2044

Note

Notes

Note

Notes

Initial price to public
100.857%(1)
$100,857,000 98.443%(2)
$393,772,000
Underwriting discounts and commissions
0.600%

$
600,000 0.875%

$ 3,500,000
Proceeds before expenses to Western Gas Partners, LP 100.257%(1)
$100,257,000 97.568%(2)
$390,272,000

(1) Plus accrued interest from February 15, 2014.
(2) Plus accrued interest, if any, from March 20, 2014 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 Depository Trust Company on or
about March 20, 2014.

Joint Book Running Managers

Barclays

Citigroup

Morgan Stanley
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SOCIETE GENERALE

US Bancorp

Co-Managers

BMO Capital Markets

Comerica Securities

Deutsche Bank Securities
DNB Markets

RBC Capital Markets

Scotiabank
UBS Investment Bank

Wells Fargo Securities
The date of this prospectus supplement is March 11, 2014.
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TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-11
Capitalization
S-12
Description of Other Indebtedness
S-13
Description of Notes
S-16
Certain United States Federal Income Tax Considerations
S-30
Underwriting
S-35
Legal Matters
S-39
Experts
S-39
Forward-Looking Statements
S-39
Information Incorporated by Reference
S-41
Prospectus

Page
About This Prospectus
1
About Western Gas Partners, LP
1
Cautionary Note Regarding Forward-Looking Statements
2
Risk Factors
3
Use of Proceeds
4
Ratio of Earnings to Fixed Charges
4
Description of the Preferred Units
5
Description of Debt Securities
6
Material U.S. Federal Income Tax Consequences
15
Investment in Our Common Units, Preferred Units or Debt Securities by Employee Benefit Plans
28
Plan of Distribution
31
Legal Matters
33
Experts
33
Where You Can Find More Information
33
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering of notes. The second part is the accompanying base prospectus, which gives more general information, some of which
may not apply to this offering of notes. 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, you should rely on the information in this prospectus supplement.
Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this
prospectus or in any other subsequently filed document that is also 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-40 of this prospectus supplement.

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You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the
accompanying base prospectus and any free writing prospectus prepared by us or on our behalf relating to this offering of notes.
Neither we nor any of the underwriters have authorized anyone to provide you with additional or different information. If anyone
provides you with additional, different or inconsistent information, you should not rely on it. We and the underwriters are offering to
sell the notes, and seeking offers to buy the notes, only in jurisdictions where such offers and sales are permitted. 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 shown 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 such dates.
We expect delivery of the notes will be made against payment therefor on or about March 20, 2014, which is the seventh
business day following the date of pricing of the notes (such settlement being referred to as "T+7"). Under Rule 15c6-1 of the
Securities Exchange Act of 1934 (as amended, the "Exchange Act"), trades in the secondary market generally are required to settle in
three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the
notes on the date of pricing of the notes or the next succeeding three business days will be required, by virtue of the fact that the notes
initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should
consult their own advisers.
None of Western Gas Partners, LP, the underwriters or any of their respective representatives is making any representation to
you regarding the legality of an investment in our 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 our notes.

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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 offering of notes. Please read "Risk
Factors" beginning on page S-7 of this prospectus supplement and on page 3 of the accompanying base prospectus for
information regarding risks you should consider before investing in our notes.
Throughout this prospectus supplement, when we use the terms "we," "us," "our" or the "partnership," we are
referring either to Western Gas Partners, LP in its individual capacity or to Western Gas Partners, LP and its subsidiaries
collectively, as the context requires. References in this prospectus supplement to "our general partner" refer to Western Gas
Holdings, LLC, the general partner of Western Gas Partners, LP.
Our Business
We are a growth-oriented Delaware master limited partnership organized by Anadarko Petroleum Corporation
("Anadarko") to own, operate, acquire and develop midstream energy assets. We currently own assets located in East, West and
South Texas, the Rocky Mountains (Colorado, Utah and Wyoming), north-central Pennsylvania, and the Mid-Continent (Kansas
and Oklahoma), and are engaged in the business of gathering, processing, compressing, treating and transporting natural gas,
condensate, natural gas liquids ("NGLs") and crude oil for Anadarko and its consolidated subsidiaries, as well as for third-party
producers and customers. Approximately three-fourths of our services are provided under long-term contracts with fee-based
rates with the remainder provided under percent-of-proceeds and keep-whole contracts. We have entered into fixed-price swap
agreements with Anadarko to manage the commodity price risk inherent in our percent-of-proceeds and keep-whole contracts. A
substantial part of our business is conducted under long-term contracts with Anadarko.
We believe that one of our principal strengths is our relationship with Anadarko, and that Anadarko, through its significant
indirect economic interest in us, will continue to be motivated to promote and support the successful execution of our business
plan and to pursue projects that help to enhance the value of our business. During the year ended December 31, 2013,
approximately 57% of our gathering, transportation and treating throughput (excluding equity investment throughput and volumes
measured in barrels) was attributable to natural gas production owned or controlled by Anadarko, and approximately 56% of our
processing throughput (excluding equity investment throughput and volumes measured in barrels) was attributable to natural gas
production owned or controlled by Anadarko.
Our Assets
As of December 31, 2013, our assets, exclusive of our interests accounted for under the equity method, consisted of the
following:

Owned and
Operated
Non-Operated

Operated
Interests
Interests

Natural gas gathering systems

13

1

5
Natural gas treating facilities

8

--

--
Natural gas processing facilities

8

3

--
NGL pipelines

3

--

--
Natural gas pipelines

3

--

--

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Our assets also include the Lancaster processing facility under construction in Northeast Colorado at December 31, 2013.
Recent Developments
Texas Express and Front Range Acquisition
On March 3, 2014, we completed our previously announced acquisition of Anadarko's 20.00% interest in Texas Express
Pipeline LLC and Texas Express Gathering LLC, and 33.33% interest in Front Range Pipeline LLC, which we refer to as the
Texas Express and Front Range acquisition. The consideration we paid for the Texas Express and Front Range acquisition
consisted of $356.3 million in cash and 308,490 common units. We funded the cash consideration through $350.0 million in
borrowings under our new revolving credit facility described below under "-- New Revolving Credit Facility" and $6.3 million
of cash on hand.
New Revolving Credit Facility
On February 26, 2014, we entered into a new five-year senior unsecured revolving credit agreement, which we refer to as
our revolving credit facility, and which amended and restated our previous revolving credit facility. The aggregate initial
commitments of our revolving credit facility lenders are $1.2 billion and are expandable to a maximum of $1.5 billion. For
additional information regarding our revolving credit facility, please see "Description of Other Indebtedness."

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Ownership and Principal Offices of Western Gas Partners, LP
The chart below depicts our organization and ownership structure as of the date of this prospectus.
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.westerngas.com. The information on our website is
not part of this prospectus.

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The Offering

Issuer
Western Gas Partners, LP.

Notes Offered
$100 million aggregate principal amount of 2.600% Senior Notes due 2018 (the
"new 2018 notes") and $400 million aggregate principal amount of 5.450%
Senior Notes due 2044 (the "2044 notes" and together with the new 2018 notes,
the "notes"). The new 2018 notes are being offered as additional notes under an
indenture pursuant to which we issued $250 million aggregate principal amount
of 2.600% Senior Notes due 2018 on August 14, 2013 (the "existing 2018
notes" and, together with the new 2018 notes, the "2018 notes"). The new 2018
notes and the existing 2018 notes will be treated as a single class of securities
under the applicable indenture.

Maturity Date
The 2018 notes will mature on August 15, 2018 and the 2044 notes will mature
on April 1, 2044.

Interest Rate
Interest will accrue on the new 2018 notes from February 15, 2014 at a rate of
2.600% per annum and interest will accrue on the 2044 notes from March 20,
2014 at a rate of 5.450% per annum.

Interest Payment Dates
Interest on the new 2018 notes will be payable semiannually in arrears on
February 15 and August 15 of each year, with the next interest payment being
due on August 15, 2014. Interest on the 2044 notes will be payable semiannually
in arrears on April 1 and October 1 of each year, beginning on October 1, 2014.

Future Subsidiary Guarantees
Currently, the existing 2018 notes are not, and initially, the new 2018 notes and
the 2044 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 $490.2
million after deducting the underwriting discount and estimated offering
expenses payable by us and excluding accrued interest from February 15, 2014
to be paid by the purchasers of the new 2018 notes.

We intend to use the net proceeds from this offering to repay all of the amounts

outstanding under our revolving credit facility and for general partnership
purposes. See "Use of Proceeds."

Affiliates of each of the underwriters are lenders under our revolving credit
facility and, as such, will receive a portion of the proceeds from this offering

pursuant to the repayment of borrowings under such facility. See "Underwriting
-- Conflicts of Interest."

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Ranking
Like the existing 2018 notes, 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;

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

· rank junior in right of payment to all of our future secured indebtedness 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 December 31, 2013, 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 $1.91 billion,
none of which is secured, consisting entirely of our senior notes, including the

notes offered hereby, and, after giving effect to our recent entry into our
revolving credit facility, we would have been able to incur an additional $1.2
billion of indebtedness under our revolving credit facility. See "Capitalization"
and "Description of Other Indebtedness."

Optional Redemption
At our option, any or all of the notes may be redeemed, in whole or in part, at
any time prior to maturity.

If we elect to redeem and repay the 2018 notes before July 15, 2018, we will
pay an amount equal to the greater of 100% of the principal amount of the 2018
notes redeemed and repaid, or the sum of the present values of the remaining
scheduled payments of principal and interest on the 2018 notes redeemed and

repaid. If we elect to redeem and repay the 2018 notes on or after July 15, 2018,
we will pay an amount equal to 100% of the principal amount of the 2018 notes
redeemed and repaid. We will pay accrued interest on the 2018 notes redeemed
to the redemption date.

If we elect to redeem and repay the 2044 notes before October 1, 2043, we will
pay an amount equal to the greater of 100% of the principal amount of the 2044
notes redeemed and repaid, or the sum of the present values of the remaining
scheduled payments of principal and interest on the 2044 notes redeemed and

repaid. If we elect to redeem and repay the 2044 notes on or after October 1,
2043, we will pay an amount equal to 100% of the principal amount of the 2044
notes redeemed and repaid. We will pay accrued interest on the 2044 notes
redeemed to the redemption date. See "Description of Notes -- Optional
Redemption."

Covenants
We will issue the new 2018 notes under the same indenture with Wells Fargo
Bank, National Association, as trustee, that governs the

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