Western Gas Equity Partners LP (NYSE:WGP) (WGP) entered into a merger agreement to acquire the remaining 67.15% stake in Western Gas Partners LP (NYSE:WES) (WES) from Anadarko Petroleum Corporation (NYSE:APC) (APC) and public shareholders for $5.9 billion on November 7, 2018. Under the terms of the agreement, the public unitholders of WES will receive 1.525 units of WGP per WES unit owned. The WES common units currently owned by APC, including the Class C units, will be converted into WGP common units at closing at the same exchange ratio. In addition, the WES incentive distribution rights (IDRs) and general partner units will be exchanged for newly issued WES common units and will be eliminated. The transaction will not be taxable to either WES or WGP unit holders. In conjunction with the transaction, WES has agreed to acquire substantially all of APC's remaining midstream assets for a price of approximately $4 billion. Upon completion, WES will survive as a partnership with no publicly traded equity and remain the borrower for all existing and future debt issuances, as well as the owner of all operating assets and equity investments. WGP will own 98% of WES, and APC will own the remaining 2%. Subject to closing, Western Gas Equity Partners LP will be known as Western Midstream Partners, LP and will trade on NYSE under the symbol “WES”. Upon termination of the agreement by WGP due to a WES change in recommendation, WES shall be required to pay WGP a termination fee equal to $60 million.

The transaction is subject to WES unit holder approval at a special meeting of its unit holders to be held on February 27, 2019, regulatory approvals, Registration Statement effectiveness under the Securities Act, WGP common units deliverable to the common unitholders being approved for listing on the New York Stock Exchange and other customary closing conditions. The transaction was negotiated and unanimously approved by the Special Committees of the Boards of Directors of the general partners of WGP and WES, and was also unanimously approved by the Boards of Directors of WGP and WES. As of January 28, 2019, WGP's Registration Statement on form S-4 relating to the merger transaction between WGP and WES has become effective. As on February 27, 2019, the transaction is approved by the unit holders of WES. The transaction is expected to close in the first quarter of 2019. As on February 27, 2019, the transaction is expected to close on February 28, 2019. The transactions are expected to be approximately 10% to 20% accretive to both WES's and WGP's estimated distributable cash flow per unit each year from 2019 to 2021.

Barclays Capital Inc. acted as financial and structuring advisor to APC and WES management teams. Citi and Srinivas M. Raju of Richards, Layton & Finger P.A. acted as financial and legal advisors, respectively, to the Special Committee of WGP. Lazard Freres & Co. LLC acted as financial advisor and provided fairness opinion to special committee of WES. Lazard Freres & Co. LLC will be paid a fee of $3 million for rendering fairness opinion and some additional fees for other services. Troy L. Harder of Bracewell LLP acted as legal advisor to the special committee of WES. Mark Kelly, David Palmer Oelman, Alan Beck, Claire Smyser Campbell, Jackson O'Maley, Farah Chranya, Brittany Smith, Joe Garcia, Gary Huffman, Ryan Carney, Sam Guthrie, David D'Alessandro, Austin Light, Larry Pechacek, Winston Skinner, Billy Vigdor, Brian Moss, Guy Gribov, Farah Paliwala and Zach Rider of Vinson & Elkins LLP acted as legal advisor to APC, WES and WGP. Goldman Sachs & Co. LLC acted as financial advisor to the APC Board of Directors. Computershare Trust Company, NA acted as information agent to WGP. Morrow Sodali LLC acted as the proxy solicitor to WES and is estimated to be paid a fee of approximately $12,500. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Goldman Sachs.

Western Gas Equity Partners LP (NYSE:WGP) completed the acquisition of the remaining 67.15% stake in Western Gas Partners LP (NYSE:WES) from Anadarko Petroleum Corporation (NYSE:APC) (APC) and public shareholders for $7.7 billion on February 28, 2019. At the effective time of the merger, each common unit of Western Gas Partners was converted into the right to receive 1.525 common units of Western Gas Equity Partners, resulting in Western Gas Equity Partners issuing approximately 234 million its common units to the unit holders of Western Gas Partners. Immediately following the merger, Western Gas Equity Partners LP changed its name to "Western Midstream Partners, LP", and its common units will begin trading on the New York Stock Exchange under the ticker symbol "WES". In addition, Western Gas Partners, LP has changed its name to "Western Midstream Operating, LP", and its common units will no longer trade on the NYSE. Also, effective upon the closing, Steven Arnold, Milton Carroll and James Crane, each of whom previously served as an independent director on the Board of Directors of Western Gas Partners, LP's general partner, joined the Board of Directors of Western Midstream Partners, LP's general partner.