Item 8.01. Other Events.
On August 12, 2024, Western Midstream Partners, LP, a Delaware limited partnership (the "Partnership"), Western Midstream Holdings, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), WGR Asset Holding Company LLC, a Delaware limited liability company ("WGR Asset Holdings"), Anadarko USH1 Corporation, a Delaware corporation, (together with WGR Asset Holdings, the "Selling Unitholders"), and Barclays Capital Inc., as the underwriter (the "Underwriter"), entered into an Underwriting Agreement (the "Underwriting Agreement"), pursuant to which the Selling Unitholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Unitholders, subject to and upon the terms and conditions set forth therein, an aggregate of 19,000,000 common units representing limited partner interests in the Partnership (the "Common Units") at a price of $35.75 per Common Unit. Pursuant to the terms of the Underwriting Agreement, the Selling Unitholders also granted the Underwriter an option exercisable for 30 days to purchase up to an aggregate of 2,850,000 additional Common Units at the same price per Common Unit. The offering is expected to close on August 14, 2024, subject to customary closing conditions. The Partnership will not receive any proceeds in the offering.
The Underwriting Agreement includes customary representations, warranties and covenants by the Partnership and the Selling Unitholders and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Partnership and the Selling Unitholders agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute to payments the Underwriter may be required to make in respect of these liabilities.
Pursuant to the Underwriting Agreement, the Partnership, the General Partner, the Selling Unitholders and certain of their affiliates, and certain directors and officers of the General Partner have agreed not to sell or otherwise dispose of any Common Units held by them for a period ending 45 days after the date of the Underwriting Agreement without first obtaining the written consent of the Underwriter, subject to certain exceptions.
The offering is being made pursuant to the Partnership's effective shelf registration statement on Form S-3ASR (Registration No. 333-270964), a base prospectus dated March 30, 2023, included as part of the registration statement, and a prospectus supplement, dated August 12, 2024, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms, but is not intended to provide any other factual information about the Partnership, the General Partner or the Selling Unitholders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the agreement, and may be subject to limitations agreed upon by such parties.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.