Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 11, 2020

WESTERN MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware

001-35753

46-0967367

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

9950 Woodloch Forest Drive

The Woodlands, Texas 77380

(Address of principal executive office) (Zip Code)

(832) 636-1009

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of exchange
on which registered

Common units

WES

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On September 11, 2020, Kenneth F. Owen, David J. Schulte, and Lisa A. Stewart were appointed to the Board of Directors (the “Board”) of Western Midstream Holdings, LLC (the “General Partner”), the general partner of Western Midstream Partners, LP (the “Partnership”), effective immediately. Each of Mr. Owen, Mr. Schulte, and Ms. Stewart was appointed to serve on both the Audit Committee and the Special Committee of the Board. Mr. Owen will serve as the Chairman of the Audit Committee and Mr. Schulte will serve as the Chairman of the Special Committee.

The Board has determined that each of Mr. Owen, Mr. Schulte, and Ms. Stewart qualifies as an independent director under the applicable listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934. Messrs. Owen’s and Schulte’s and Ms. Stewart’s compensation as members of the Board will be consistent with the compensation of other non-employee members of the Board, which is described under the section titled “Executive Compensation—Director Compensation” of the Partnership’s Annual Report on Form 10-K filed with the SEC on February 27, 2020 (the “2019 10-K”), except that their 2020 compensation will be prorated for the term of each of their service.

There are no arrangements or understandings between each of Mr. Owen, Mr. Schulte, or Ms. Stewart and any other person pursuant to which each of them was selected to be a director. There are no related person transactions regarding Mr. Owen, Mr. Schulte, or Ms. Stewart that require disclosure under Item 404(a) of Regulation S-K.

Each of Mr. Owen, Mr. Schulte, and Ms. Stewart will have rights to indemnification by the Partnership and the General Partner pursuant to the organizational documents of the Partnership and the General Partner, and an Indemnification Agreement, the form of which has been previously filed by the Partnership.

Departure of Directors

On September 11, 2020, Mr. Steven D. Arnold, Mr. James R. Crane, Mr. Thomas R. Hix, Mr. Craig W. Stewart, Mr. David J. Tudor, and Ms. Marcia E. Backus were succeeded on the Board by Mr. Owen, Mr. Schulte, and Ms. Stewart. Messrs. Hix, Arnold, and Tudor each served on the Audit Committee, and Messrs. Crane, Stewart, and Tudor each served on the Special Committee. None of the departures of Messrs. Arnold, Crane, Hix, Stewart, Tudor, or Ms. Backus were a result of any disagreement with the Partnership regarding any matter related to its operations, policies, or practices. Following the appointments of Mr. Owen, Mr. Schulte, and Ms. Stewart to the Board and the departures of Messrs. Arnold, Crane, Hix, Stewart, Tudor, and Ms. Backus, the size of the Board is eight (8) directors.

Departure of Chief Financial Officer

On September 11, 2020, the Partnership announced that Mr. Michael C. Pearl, Senior Vice President and Chief Financial Officer of the General Partner, will be leaving the General Partner. Mr. Pearl’s departure was not the result of any disagreement with the Partnership regarding any matter related to its operations, policies, or practices. In connection with his departure, Mr. Pearl will receive retention payments and benefits consistent with those described under the section titled “Executive Compensation—Potential Payments Upon Termination or Change of Control” of the 2019 10-K.

On September 11, 2020, the Board determined that Michael P. Ure, the President and Chief Executive Officer of the General Partner, would assume Mr. Pearl’s duties and responsibilities on an interim basis. In addition to continuing to serve as President and Chief Executive Officer, Mr. Ure will serve as principal financial officer of the Partnership until a successor is identified. Mr. Ure’s assumption of this interim role was not pursuant to any arrangement or understanding between him and any other person and Mr. Ure will not receive any additional compensation for his additional responsibilities.

Item 8.01 Other Events.

On September 11, 2020 (the “Effective Date”), the Partnership and Anadarko Petroleum Corporation (“Anadarko”), a wholly owned subsidiary of Occidental Petroleum Corporation, entered into a Unit Redemption Agreement (the “Agreement”). Pursuant to the terms of the Agreement, which was approved by each of the Special Committee (comprised of Messrs. Crane, Stewart, and Tudor) and the full Board (comprised of the directors on the Board prior to the changes described in Item 5.02 of this Current Report on Form 8-K), on the Effective Date, the Partnership redeemed and retired approximately 27.9 million common units representing limited partner interests in the Partnership that were held by Anadarko in exchange for the Partnership transferring and assigning its 98% interest in that certain $260 million 6.5% Fixed Rate Note due 2038 that was issued by Anadarko to a subsidiary of the Partnership (the “Note”). On the Effective Date, Anadarko canceled and retired such portion of the Note and the principal and accrued interest owed thereunder.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
10.1						Unit Redemption Agreement, dated September 11, 2020, by and between Western Midstream Partners, LP and Anadarko Petroleum Corporation .
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.