Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
February 22 2018 - 6:09AM
Edgar (US Regulatory)
FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration
No. 333-214446
February 21, 2018
WESTERN GAS PARTNERS, LP
Terms
Applicable to the Senior Notes due 2028
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Issuer:
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Western Gas Partners, LP
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Security Type:
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Senior Unsecured Notes
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Legal Format:
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SEC Registered
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Pricing Date:
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February 21, 2018
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Settlement Date (T+7):
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March 2, 2018
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Net Proceeds Before Expenses:
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$395,140,000
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Maturity Date:
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March 1, 2028
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Principal Amount:
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$400,000,000
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Benchmark Treasury:
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2.750% due February 15, 2028
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Benchmark Price / Yield:
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98-10
/ 2.946%
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Spread to Benchmark:
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T+162.5 bps
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Yield to Maturity:
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4.571%
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Coupon:
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4.500%
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Public Offering Price:
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99.435%
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Optional Redemption:
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Redeemable at any time before December 1, 2027 in an amount equal to the principal amount plus a make-whole premium, using a discount rate of T + 25 bps, plus accrued and unpaid interest. Redeemable at any time on or after
December 1, 2027 in an amount equal to the principal amount plus accrued and unpaid interest.
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Interest Payment Dates:
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March 1 and September 1, beginning on September 1, 2018
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CUSIP / ISIN:
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958254 AH7 / US958254AH78
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Joint Book-Running Managers:
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Mizuho Securities USA LLC
Credit Suisse
Securities (USA) LLC
MUFG Securities Americas Inc.
TD
Securities (USA) LLC
Barclays Capital Inc.
Deutsche Bank
Securities Inc.
Morgan Stanley & Co. LLC
PNC Capital
Markets LLC
RBC Capital Markets, LLC
Scotia Capital (USA)
Inc.
U.S. Bancorp Investments, Inc.
Wells Fargo Securities,
LLC
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Co-Managers:
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BMO Capital Markets Corp.
BB&T Capital
Markets, a division of BB&T Securities, LLC
Capital One Securities, Inc.
Comerica Securities, Inc.
SG Americas Securities,
LLC
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Terms Applicable to the Senior Notes due 2048
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Issuer:
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Western Gas Partners, LP
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Security Type:
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Senior Unsecured Notes
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Legal Format:
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SEC Registered
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Pricing Date:
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February 21, 2018
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Settlement Date (T+7):
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March 2, 2018
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Net Proceeds Before Expenses:
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$688,058,000
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Maturity Date:
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March 1, 2048
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Principal Amount:
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$700,000,000
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Benchmark Treasury:
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2.750% due November 15, 2047
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Benchmark Price / Yield:
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90-27
/ 3.231%
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Spread to Benchmark:
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T+212.5 bps
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Yield to Maturity:
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5.356%
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Coupon:
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5.300%
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Public Offering Price:
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99.169%
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Optional Redemption:
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Redeemable at any time before September 1, 2047 in an amount equal to the principal amount plus a make-whole premium, using a discount rate of T + 35 bps, plus accrued and unpaid interest. Redeemable at any time on or
after September 1, 2047 in an amount equal to the principal amount plus accrued and unpaid interest.
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Interest Payment Dates:
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March 1 and September 1, beginning on September 1, 2018
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CUSIP / ISIN:
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958254 AJ3 / US958254AJ35
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Joint Book-Running Managers:
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Mizuho Securities USA LLC
Credit Suisse
Securities (USA) LLC
MUFG Securities Americas Inc.
TD
Securities (USA) LLC
Barclays Capital Inc.
Deutsche Bank
Securities Inc.
Morgan Stanley & Co. LLC
PNC Capital
Markets LLC
RBC Capital Markets, LLC
Scotia Capital (USA)
Inc.
U.S. Bancorp Investments, Inc.
Wells Fargo Securities,
LLC
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Co-Managers:
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BMO Capital Markets Corp.
BB&T Capital
Markets, a division of BB&T Securities, LLC
Capital One Securities, Inc.
Comerica Securities, Inc.
SG Americas Securities,
LLC
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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, as of February 20, 2018, we would have been able to incur the full $1.5 billion of indebtedness under our recently amended revolving credit facility.
The Issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the SEC) for the offering
to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get
these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Mizuho
Securities USA LLC toll-free at
1-866-271-7403,
Credit Suisse Securities (USA) LLC toll-free at
1-800-221-1037,
MUFG Securities Americas Inc. toll-free at
1-877-649-6848
or TD Securities (USA) LLC toll-free at
1-855-495-9846.
This Pricing Supplement is qualified in its entirety by reference to the related
preliminary prospectus supplement dated February 21, 2018 (the Preliminary Prospectus Supplement). The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the
Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.
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