Obligation Weststream Midstream LP 4% ( US958254AB09 ) en USD

Weststream Midstream LP

100 % ▼

Etas-Unis

US958254AB09 ( en USD )

4% par an ( paiement semestriel )

30/06/2022 - Obligation échue

Prospectus brochure de l'obligation Western Midstream Operating L.P US958254AB09 en USD 4%, échue

2 000 USD

520 000 000 USD

958254AB0

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 US958254AB09, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2022

L'Obligation émise par Weststream Midstream LP ( Etas-Unis ) , en USD, avec le code ISIN US958254AB09, 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 US958254AB09, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Prospectus Supplement
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424B5 1 d366888d424b5.htm DEFINITIVE PROSPECTUS SUPPLEMENT
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-174043
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Class of securities registered

Offering Price

Registration Fee
4.000% Senior Notes due 2022

$520,000,000
$ 59,592 (1)
(1) The filing fee, calculated in accordance with Rule 457(r), was transmitted to the Securities and Exchange Commission on
June 22, 2012 in connection with the securities offered from Registration Statement File No. 333-174043 by means of this
prospectus supplement.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 9, 2011)

4.0% SENIOR NOTES DUE 2022

We are offering $520,000,000 aggregate principal amount of 4.0% Senior Notes due 2022 (the "notes"). Interest on the notes will be
paid semi-annually on January 1 and July 1 of each year, commencing January 1, 2013. The notes will mature on July 1, 2022 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 at a redemption price that
includes a make-whole premium, as described under "Description of Notes--Optional Redemption."

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-17.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus
supplement and on page 5 of the accompanying prospectus.

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 prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price (1)

99.194%
$515,808,800
Underwriting Discount

0.650%
$3,380,000

Proceeds to Us (before expenses)

98.544%
$512,428,800

(1) Plus accrued interest, if any, from June 28, 2012 if settlement occurs after that date.

The underwriters expect to deliver the notes to purchasers on or about June 28, 2012 through the book-entry facilities of The
Depository Trust Company.

Joint Book-Running Managers

RBS

Barclays
Deutsche Bank Securities

SOCIETE GENERALE
US Bancorp

Co-Managers

Citigroup

Comerica Securities

DNB Markets
Mitsubishi UFJ Securities

Scotiabank

UBS Investment Bank

June 21, 2012
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TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1

Risk Factors
S-9

Use of Proceeds
S-13
Capitalization
S-14
Description of Other Indebtedness
S-15
Description of Notes
S-17
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
3

Risk Factors
5

Use of Proceeds
5

Ratio of Earnings to Fixed Charges
5

Description of Debt Securities and Guarantees
6

Income Tax Considerations
17

Investment in Our Units or Debt Securities by Employee Benefit Plans
34

Plan of Distribution
37

Legal Matters
39

Experts
39

Where You Can Find More Information
39

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 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 prospectus, the information in this prospectus
supplement will control.
Any statement made in the prospectus or in a document incorporated or deemed to be incorporated by reference into the
prospectus will be deemed to be modified or superseded for purposes of the prospectus to the extent that a statement contained in the
prospectus or in any other subsequently filed document that is also incorporated by reference into the 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 the prospectus. Please read "Information Incorporated by Reference" on page S-41 of this prospectus supplement.
You should rely only on the information contained in or incorporated by reference into the prospectus supplement, the
accompanying prospectus and any free writing prospectus prepared by or on behalf of us relating to this offering of notes. Neither we
nor the underwriters have authorized anyone to provide you with additional

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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 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 June 28, 2012, which is the fifth business day
following the date of pricing of the notes (such settlement being referred to as "T+5"). 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 business day will be required, by virtue of the fact that the notes initially will settle in T+5,
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 in or incorporated by reference into this prospectus supplement and the
accompanying 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 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-9 of this prospectus supplement and on page 5 of the accompanying 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 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 and the Mid-Continent 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 third-party producers and customers.
Approximately two-thirds 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. Approximately 75% and 76% of our total
natural gas gathering, transportation and treating throughput during the year ended December 31, 2011 and the three months ended
March 31, 2012, respectively, was attributable to natural gas production owned or controlled by Anadarko. Approximately 64%
and 58% of our total processing throughput during the year ended December 31, 2011 and the three months ended March 31,
2012, respectively, was attributable to natural gas production owned or controlled by Anadarko. In executing our growth strategy,
which includes acquiring and constructing additional midstream assets, we utilize the significant experience of Anadarko's
management team. For the three months ended March 31, 2012, Anadarko's total domestic midstream asset portfolio (excluding
assets which we fully consolidate into our results) had an aggregate throughput of approximately 2.9 Bcf/d and as of that date
consisted of 16 gathering systems, approximately 3,800 miles of pipeline and 8 processing and/or treating facilities.

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Our Assets and Areas of Operation
As of March 31, 2012, our assets consisted of thirteen gathering systems, seven natural gas treating facilities, ten natural gas
processing facilities, two NGL pipelines, one interstate natural gas pipeline that is regulated by the Federal Energy Regulatory
Commission ("FERC"), one intrastate natural gas pipeline and interests in two natural gas gathering systems and a crude oil
pipeline. Our assets are located in East, West and South Texas, the Rocky Mountains (Colorado, Utah and Wyoming) and the
Mid-Continent (Kansas and Oklahoma). The following table provides information regarding our assets by geographic region,
other than natural gas processing facilities currently under construction in South Texas and Colorado, as of and for the three
months ended March 31, 2012:

Average
Gathering,
Processing
Approximate
Processing
and
Number of
Gas
or Treating
Transportation
Miles of
Receipt
Compression
Capacity
Throughput
Area

Asset Type
Pipeline
Points
(horsepower) (MMcf/d)
(MMcf/d)
Rocky Mountains(1)
Gathering, Processing and

Treating
7,123
4,779

344,137

2,450

1,937

Transportation
965

28

26,828

-- 87

Mid-Continent
Gathering
1,953
1,492

92,097

-- 83

East Texas
Gathering and Treating
589

811

37,515

502

255

West Texas
Gathering
120

83

--
-- 53

Total
10,750 7,193

500,577

2,952

2,414

(1) Throughput includes 51% of Chipeta Processing LLC ("Chipeta") system volumes; 50% of Newcastle gathering system
volumes; 22% of Rendezvous Gas Services LLC's ("Rendezvous") volumes and 14.81% of Fort Union Gas Gathering,
L.L.C.'s volumes. For the three months ended March 31, 2012, throughput excludes 27 MBbls/d of average NGL pipeline
volumes from the Chipeta assets and 5 MBbls/d of oil pipeline volumes representing our 10% share of average White Cliffs
Pipeline, LLC volumes.
Recent Developments
Acquisition of Mountain Gas Resources LLC
On January 13, 2012, we closed our purchase of Mountain Gas Resources, LLC ("MGR") from Anadarko. MGR owns
(i) the Red Desert Complex, located in the greater Green River Basin in southwestern Wyoming, including the Patrick Draw
processing plant with a capacity of 125 MMcf/d, the Red Desert processing plant with a capacity of 48 MMcf/d, 1,295 miles of
gathering lines and related facilities, (ii) a 22% interest in Rendezvous, which owns a 338-mile mainline gathering system
serving the Jonah and Pinedale Anticline fields in southwestern Wyoming, and (iii) certain additional midstream assets and
equipment. Consideration for the MGR acquisition consisted of $458.6 million in cash, 632,783 of our common units and the
issuance of 12,914 general partner units to our general partner to maintain its 2% general partner interest. We funded the cash
portion of the consideration through $299 million in borrowings under our revolving credit facility and $159.6 million of cash on
hand.
Common Unit Offering
On June 19, 2012, we priced a public offering of 5,000,000 common units at $43.88 per common unit. In addition, we have
granted the underwriters in the common unit offering a 30-day option to purchase up to an additional 750,000 common units. Our
common unit offering is expected to close on June 22, 2012, subject to customary closing conditions. We will receive net
proceeds from the common unit offering, assuming no

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exercise by the underwriters of their option to purchase additional common units, of approximately $216.4 million, including our
general partner's proportionate capital contribution to maintain its 2% general partner interest and after deducting estimated
underwriting discounts and other offering expenses. We intend to use the net proceeds of the common unit offering for general
partnership purposes, including the funding of capital expenditures. Pending the use of proceeds for other purposes, we may apply
some or all of the net proceeds of the common unit offering to reduce outstanding borrowings under our revolving credit facility.
The completion of this offering is not conditioned upon the completion of our pending common unit offering or vice versa.

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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 and does not give effect to
our pending common unit offering.

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 supplement.

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The Offering

Issuer
Western Gas Partners, LP.

Notes Offered
$520 million aggregate principal amount of 4.0% Senior Notes due 2022.

Maturity Date
The notes will mature on July 1, 2022.

Interest Rate
Interest will accrue on the notes from June 28, 2012 at a rate of 4.0% per annum.

Interest Payment Dates
Interest will be payable semiannually in arrears on January 1 and July 1 of each
year, beginning on January 1, 2013.

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 such
guarantor subsidiaries 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 $512.1
million after deducting the underwriting discount and estimated offering
expenses payable by us.

We intend to use the net proceeds from this offering to repay all amounts
outstanding under our revolving credit facility and the remaining net proceeds
will be used to pay down our note payable to Anadarko. Any additional net

proceeds following such uses will be used for general partnership purposes. We
may reborrow any amounts repaid under our revolving credit facility to pay for
capital expenditures and acquisitions and for general partnership purposes. See
"Use of Proceeds."

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

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

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

indebtedness;

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· 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 March 31, 2012, 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 $1,010.1 million, none of

which constitutes secured indebtedness, consisting entirely of our senior notes,
including the notes offered hereby, and we would be able to incur an additional
$800.0 million 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 notes before the
date that is three months prior to the maturity date, we will pay an amount equal
to the greater of 100% of the principal amount of the notes redeemed and repaid,
or the sum of the present values of the remaining scheduled payments of
principal and interest on the notes, plus a make-whole premium. If we elect to
redeem and repay the notes on or after the date that is three months prior to the
maturity 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. See "Description of Notes -- Optional
Redemption."

Covenants
We will issue the notes under an indenture with Wells Fargo Bank, National
Association, as trustee. The indenture contains covenants that, among other
things, 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 are subject to a number of important exceptions, limitations and
qualifications. See "Description of Notes -- Certain Covenants," "Description

of Notes -- Certain Covenants -- Limitation on Liens" and "Description of
Notes -- Certain Covenants -- Limitation on Sale-Leaseback Transactions."

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