Item 1.01 Entry Into a Material Definitive Agreement.
On
The terms of the Notes are governed by the Indenture, dated as of
The Partnership may redeem all or some of the 2025 Notes, the 2030 Notes and the 2050 Notes, in whole or in part, at any time prior to their maturity at the applicable redemption price as set forth in the Indenture. The Notes rank equally in right of payment with all of the Partnership's existing and future senior indebtedness and senior to any subordinated indebtedness that the Partnership may incur.
The Indenture contains covenants that will limit the ability of the Partnership and certain of its subsidiaries to create liens on its principal properties, engage in sale and leaseback transactions, undergo certain types of changes in control, merge or consolidate with another entity or sell, lease or transfer substantially all of its properties or assets to another entity. Initially, the Notes will not be guaranteed by any of the Partnership's subsidiaries. In the future, however, if any of the Partnership's subsidiaries guarantees the Partnership's obligations under its revolving credit facility, then that subsidiary will, jointly and severally, fully and unconditionally guarantee the Partnership's payment obligations under the Notes so long as such subsidiary has any guarantee obligation under the Partnership's revolving credit facility.
The Indenture also contains customary events of default, including, among other things, (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) failure by the Partnership for 60 days after notice to comply with any of the other agreements in the Indenture; and (iv) certain events of bankruptcy or insolvency with respect to the Partnership. If an event of default occurs and is continuing with respect to any series of Notes, the Trustee or the holders of not less than 25% in principal amount of such series of outstanding Notes may declare the principal amount of such Notes and all accrued and unpaid interest to be due and payable. Upon such a declaration, such principal amount will become due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization with respect to the Partnership occurs and is continuing, the principal amount of such Notes outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders of such Notes.
Other material terms of the Notes, the Base Indenture and the Supplemental
Indenture are described in the prospectus supplement relating to the Notes,
dated
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Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Notes and the Indenture set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On
On
The Offering was made pursuant to the Partnership's shelf registration statement
on Form S-3 (File No. 333-231590-01)), which became effective on
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.
Relationships
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 certain of the underwriters are lenders under the Partnership's term loan credit facility and revolving credit facility and, as such, will receive a portion of the proceeds from the offering pursuant to the repayment of such indebtedness.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, datedJanuary 9, 2020 , by and among WesternMidstream Operating, LP ,Western Midstream Operating GP, LLC ,Western Midstream Partners, LP ,Western Midstream Holdings, LLC andBarclays Capital Inc. ,Citigroup Global Markets Inc. ,Deutsche Bank Securities Inc. andPNC Capital Markets LLC , as representatives of the several underwriters named therein. 4.1 Eleventh Supplemental Indenture, dated as ofJanuary 13, 2020 , by and betweenWestern Midstream Operating, LP , as Issuer, andWells Fargo Bank, National Association , as Trustee. 4.2 Form of Floating Rate Senior Notes due 2023 (included as Exhibit A-1 to Exhibit 4.1). 4.3 Form of 3.100% Senior Notes due 2025 (included as Exhibit A-2 to Exhibit 4.1). 4.4 Form of 4.050% Senior Notes due 2030 (included as Exhibit A-3 to Exhibit 4.1). 4.5 Form of 5.250% Senior Notes due 2050 (included as Exhibit A-4 to Exhibit 4.1). 5.1 Opinion ofLatham & Watkins LLP . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 4
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