Plan of Distribution
In connection with the sale of the common units on our behalf, the managers may be deemed to be underwriters within the meaning of the Securities
Act of 1933, as amended (the Securities Act), and the compensation paid to the managers may be deemed to be underwriting commissions or discounts. We and our general partner have agreed to provide indemnification and contribution to the
managers against certain liabilities, including civil liabilities under the Securities Act. We have also agreed to reimburse the managers for certain of their expenses.
The managers and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading,
commercial and investment banking, advisory, investment management, principal investment, hedging, marketing making, brokerage and other financial and
non-financial
activities and services. Certain of the
managers and their respective affiliates have in the past, and may in the future, perform investment banking, commercial banking, advisory and other services for us and our respective affiliates from time to time for which they have received, and
may in the future receive, customary fees and expenses. For example, affiliates of certain of the managers are lenders or agents for the lenders under certain revolving or term loan credit agreements of Westlake.
In the ordinary course of their various business activities, the managers and their respective affiliates, officers, directors and employees may make or hold
a broad array of investments, including serving as counterparties to certain derivative and hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the accounts of their customers. Such investment and securities activities may involve assets, securities and instruments of ours or our affiliates. The managers and their affiliates may also communicate independent
investment recommendations, market color or trading ideas or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short
positions in such assets, securities and instruments.
Because the Financial Industry Regulatory Authority, Inc. (FINRA) views the common
units offered hereby as interests in a direct participation program, this offering is being made in compliance with Rule 2310 of the FINRA Rules.
If we
or any of the managers has reason to believe the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Securities Exchange Act of 1934, as amended (the Exchange Act), are not satisfied with respect to our common
units, that party will promptly notify the other.
The offering of common units pursuant to the equity distribution agreement will terminate upon the
earlier of (1) the sale of all common units subject to the equity distribution agreement or (2) the termination of the equity distribution agreement by us or by all of the managers.
SELLING RESTRICTIONS
Notice to prospective investors in Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and
Investments Commission, in relation to the offering. This prospectus supplement does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act), and does
not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
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