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WGP > SEC Filings for WGP > Form 8-K on 30-Dec-2013All Recent SEC Filings

Show all filings for WESTERN GAS EQUITY PARTNERS, LP

Form 8-K for WESTERN GAS EQUITY PARTNERS, LP


30-Dec-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On March 5, 2013, Western Gas Equity Partners, LP ("WGP") filed a Current Report on Form 8-K (the "Initial Report") to report, among other things, the closing of the acquisition by Western Gas Partners, LP ("WES") on March 1, 2013, of a 33.75% interest in both the Liberty and Rome gas gathering systems from Anadarko Marcellus Midstream, LLC ("AMM"), a wholly owned subsidiary of Anadarko Petroleum Corporation ("Anadarko"). The interest acquired is referred to as the "Non-Operated Marcellus Interest" and the acquisition as the "Non-Operated Marcellus Interest acquisition." The consideration paid by WES for the Non-Operated Marcellus Interest consisted of $465.5 million in cash and 449,129 common units of WES. WES funded the cash consideration through $250.0 million in borrowings under its revolving credit facility and $215.5 million of cash on hand. The terms of the Non-Operated Marcellus Interest acquisition were approved by the board of directors of WES's general partner (the "Board") and by the Board's special committee on February 27, 2013.
On April 19, 2013, WGP filed a Current Report on Form 8-K/A (the "Amendment") amending and supplementing the Initial Report to include the audited financial statements of the Non-Operated Marcellus Interest, the unaudited pro forma financial statements of WGP required by Items 9.01(a) and 9.01(b) of Form 8-K and certain exhibits under Item 9.01(d) of Form 8-K. No other modifications to the Initial Report were made by the Amendment.
Because WGP owns and controls WES's general partner, and WGP's general partner is owned and controlled by Anadarko, WES's acquisition of the Non-Operated Marcellus Interest is considered a transfer of net assets between entities under common control. As such, WGP, by virtue of its consolidation of WES, is required to recast its financial statements to include the activities of the Non-Operated Marcellus Interest as of the date of common control. Exhibits 12.1, 99.1, 99.2, and 99.3 included in this Current Report on Form 8-K give retroactive effect to WES's acquisition of the Non-Operated Marcellus Interest as if the Non-Operated Marcellus Interest had been owned since May 2008, the date construction began on the Liberty and Rome gas gathering systems.
WGP's Form 10-K for the year ended December 31, 2012 (the "2012 Form 10-K"), as filed with the U.S. Securities and Exchange Commission on March 28, 2013, is hereby recast by this Current Report on Form 8-K as follows:

        the Computation of Ratio of Earnings to Fixed Charges of WGP included
         herein on Exhibit 12.1 supersedes Exhibit 12.1 filed under Part IV,
         Item 15 of the 2012 Form 10-K;


        the Selected Financial and Operating Data of WGP included herein on
         Exhibit 99.1 supersedes Part II, Item 6 of the 2012 Form 10-K;


        the Management's Discussion and Analysis of Financial Condition and
         Results of Operations of WGP included herein on Exhibit 99.2 supersedes
         Part II, Item 7 of the 2012 Form 10-K; and


        the Financial Statements and Supplementary Data of WGP included herein
         on Exhibit 99.3 supersedes Part II, Item 8 of the 2012 Form 10-K.

There have been no revisions or updates to any other sections of the 2012 Form 10-K other than the revisions noted above. This Current Report on Form 8-K should be read in conjunction with the 2012 Form 10-K, and any references herein to Items 6, 7 and 8 under Part II of the 2012 Form 10-K refer to Exhibits 99.1, 99.2, and 99.3, respectively. As of the date of this Current Report on Form 8-K, future references to WGP's historical financial statements should be made to this Current Report as well as future quarterly and annual reports on Forms 10-Q and Form 10-K, respectively.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

12.1 Computation of Ratio of Earnings to Fixed Charges.

23.1 Consent of KPMG LLP.

99.1 Selected Financial and Operating Data.

99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations.

99.3 Financial Statements and Supplementary Data.


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