the transaction, and 45,760,201 Operating Common Units (the Contribution); (ii) AMH sold to the Operating Partnership all of its interests in each of Saddlehorn Pipeline Company, LLC
and Panola Pipeline Company, LLC in exchange for aggregate consideration of $193.9 million in cash (the Sale, and together with the Contribution and the Merger, the Transactions); (iii) all outstanding Operating
Class C Units of the Operating Partnership were converted into Operating Common Units on a
one-for-one
basis; and (iv) the incentive distribution rights
(IDRs) and 2,583,068 general partner units of the Operating Partnership held by Operating GP were converted into 105,624,704 Operating Common Units and a
non-economic
general partner interest in
the Operating Partnership (the IDR Conversion).
To fund the cash consideration for the Transactions referred to above, the
Operating Partnership borrowed $2.0 billion under the Credit Agreement. A copy of the Credit Agreement is attached as Exhibit 10.3 to the Partnerships Current Report on Form
8-K filed
with
the Securities and Exchange Commission (the SEC) on December 20, 2018 and incorporated by reference herein.
Each
unvested award of phantom units in the Operating Partnership granted under its 2017 Long-Term Incentive Plan (collectively, the Operating Phantom Units) issued and outstanding immediately prior to the Effective Time was automatically
converted, at the Effective Time, into the right to receive a phantom unit or other comparable equity award with respect to the Partnership (a Converted Unit Award) on substantially the same terms and conditions as were applicable to the
corresponding Operating Phantom Unit, except that the number of Partnership Common Units covered by each such Converted Unit Award was equal to the number of Operating Phantom Units multiplied by the Exchange Ratio.
Operating GP is indirectly controlled by APC, through APCs control of the Partnership. Prior to the Merger, (i) the Partnership
held 50,132,046 Operating Common Units, representing a 29.5% limited partner interest in the Operating Partnership, and, through its ownership of Operating GP, indirectly held 2,583,068 general partner units, representing a 1.5% general partner
interest in the Operating Partnership, and 100% of the IDRs and (ii) other subsidiaries of APC held 2,011,380 Operating Common Units of the Operating Partnership and 14,681,388 Operating Class C Units of the Operating Partnership,
representing an aggregate 9.9% limited partner interest in the Operating Partnership. Immediately following the Merger, (i) the Partnership, directly and indirectly through its ownership of Operating GP, will own a 98% limited partner interest
and
non-economic
general partner interest in the Operating Partnership and (ii) APC, through its ownership of WGRAH, will own a 2% limited partner interest in the Operating Partnership.
The foregoing description of the Merger Agreement and the Transactions is only a summary, does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report and incorporated herein by reference.
Item 3.03
|
Material Modification to the Rights of Security Holders.
|
The information set forth under Item 2.01 and Item 5.03 is incorporated into this Item 3.03 by reference.
Item 5.02
|
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
|
Effective February 28, 2019, in connection with the Merger, Steven D. Arnold, Milton Carroll, James R. Crane,
who were previously members of the board of directors of Operating GP, ceased to serve as directors of Operating GP and were appointed as members of the board of directors of the General Partner.
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
The information set forth under Item 2.01 is incorporated into this Item 5.03 by reference.
At the Effective Time, (i) the Partnership changed its name from Western Gas Equity Partners, LP to Western Midstream
Partners, LP pursuant to a Certificate of Amendment (the Partnership Certificate of Amendment) to its Certificate of Limited Partnership, (ii) the General Partner changed its name from Western Gas Equity Holdings,
LLC to Western Midstream Holdings, LLC pursuant to a Certificate of Amendment (the WES GP Certificate of Amendment) to its Certificate of Formation, (iii) the Operating Partnership changed its name
3