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WES > SEC Filings for WES > Form 8-K on 6-Aug-2013All Recent SEC Filings

Show all filings for WESTERN GAS PARTNERS LP



Entry into a Material Definitive Agreement, Financial Statements and Exhi

Item 1.01. Entry into a Material Definitive Agreement.

On August 5, 2013, Western Gas Partners, LP (the "Partnership"), together with its general partner, entered into an Underwriting Agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters, relating to the public offering of $250.0 million aggregate principal amount of the Partnership's 2.600% senior notes due 2018 (the "Notes") at a price to the public of 99.879% of the face amount of the Notes.

The offering of the Notes is expected to close on August 14, 2013, subject to customary closing conditions. Net proceeds from the offering will be used to repay amounts outstanding under the Partnership's revolving credit facility.

The offering was made pursuant to the Partnership's shelf registration statement on Form S-3 (File No. 333-174043), which became effective on May 9, 2011.

The Underwriting Agreement contains customary representations, warranties and agreements, conditions to closing, indemnification obligations, including for liabilities under the Securities Act of 1933, and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.


From time to time, certain of the underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with the Partnership in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions. In addition, affiliates of each of the underwriters are lenders under the Partnership's revolving credit facility and, as such, will receive a substantial portion of the proceeds from the offering pursuant to the repayment of borrowings under such facility.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number         Description of the Exhibit

Exhibit 1.1    Underwriting Agreement, dated August 5, 2013, by and among the
               Partnership and Western Gas Holdings, LLC, and Wells Fargo
               Securities, LLC and U.S. Bancorp Investments, Inc., as
               representatives of the several underwriters named therein.

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