UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~November 2716, 2023

WESTERN MIDSTREAM OPERATING, LP

(Exact name of registrant as specified in its charter)

Delaware

001-34046

26-1075808

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

9950 Woodloch Forest Drive, Suite 2800

The Woodlands, Texas 77380

(Address of principal executive office) (Zip Code)

(346) 786-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of exchange
on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On ~~September~~November 2916, 2023, Western Midstream Operating, LP (the “Partnership”), a subsidiary of Western Midstream Partners, LP (NYSE: WES), ~~completed~~entered into dealer agreements (the ~~public~~“Dealer ~~offering~~Agreements”) ofwith ~~$600~~certain investment banks (collectively,~~000,000~~ ~~aggregate~~the ~~principal~~“Dealers”) ~~amount~~relating ofto ~~6.350%~~a ~~Senior~~$2,000,000,000 ~~Notes~~commercial ~~due~~paper ~~2029~~program (the “~~Notes~~CP Program”). The proceeds of the CP Program may be used for general partnership purposes.

The Dealer Agreements provide the terms ofunder which the ~~Notes~~Dealers ~~are~~may ~~governed~~either bypurchase from the ~~Indenture,~~Partnership ~~dated~~or asarrange offor ~~May~~the ~~18,~~sale ~~2011~~by (the ~~“Base~~Partnership ~~Indenture”)~~of commercial paper notes, bywhich ~~and~~are ~~among~~unsecured ~~the~~short-term ~~Partnership,~~promissory ~~the~~notes ~~subsidiary~~(“Notes”), ~~guarantors~~pursuant ~~named~~to ~~therein~~the ~~and~~exemption ~~Computershare~~from ~~Trust~~registration ~~Company,~~contained ~~National~~in ~~Association~~Section 4(~~successor~~a)(2) toof ~~Wells~~the ~~Fargo~~Securities ~~Bank,~~Act ~~National~~of ~~Association)~~1933, as ~~trustee~~amended (the “~~Trustee~~Securities Act”),. asThe ~~supplemented~~maturities byof the ~~Thirteenth~~Notes ~~Supplemental~~may ~~Indenture~~vary, ~~(the~~but ~~“Supplemental~~may ~~Indenture”)~~not exceed 397 days, ~~dated~~and asthe ofprincipal ~~September~~amount ~~29,~~of ~~2023,~~outstanding byNotes ~~and~~at ~~between~~any ~~the~~one ~~Partnership~~time ~~and~~may ~~the~~not ~~Trustee~~exceed $2,000,000,000, ~~setting~~which ~~forth~~amount ~~the~~may ~~specific~~be ~~terms~~adjusted ~~applicable~~from time to time as provided in the Dealer Agreements. The Notes ~~(the~~will ~~Base~~be ~~Indenture~~issued, asat ~~supplemented~~the byoption of the ~~Supplemental Indenture~~Partnership, ~~the~~either ~~“Indenture”).~~at ~~Interest~~a ondiscounted ~~the~~price ~~Notes~~to their principal face value or will ~~accrue~~bear ~~from~~interest. ~~September~~Such ~~29,~~discounted ~~2023,~~price ~~and~~or ~~will~~interest beamounts ~~payable~~shall ~~semi-annually~~be dependent on ~~January~~market ~~15th~~conditions and ~~July~~the ~~15th~~ratings ofassigned ~~each~~to ~~year,~~the ~~with~~CP ~~the~~Program ~~initial~~by ~~interest~~credit ~~payment~~rating ~~being~~agencies ~~due~~at onthe ~~January~~time ~~15,~~of ~~2024. The~~issuance of the Notes. A national bank will ~~mature~~act onas ~~January~~issuing ~~15,~~and ~~2029,~~paying ~~unless~~agent ~~redeemed~~under ~~prior~~the toCP ~~maturity~~Program. As of the date hereof, the Partnership has not issued any Notes.

~~The~~From ~~Partnership~~time ~~may~~to ~~redeem~~time, ~~all~~one or ~~some~~more of the ~~Notes,~~Dealers inand ~~whole~~certain orof ~~in part, at any time prior to~~ their ~~maturity~~respective ataffiliates ~~the~~have ~~applicable~~provided, ~~redemption~~and ~~price~~may ~~as set forth~~ in the ~~Indenture.~~future ~~The~~provide, ~~Notes~~commercial ~~rank~~banking, ~~equally~~investment inbanking ~~right~~and ofother ~~payment~~financial ~~with~~advisory ~~all~~services ofto the Partnership’s ~~existing~~ and ~~future~~its ~~senior~~affiliates ~~indebtedness~~for ~~and~~which ~~senior~~they tohave ~~any~~received ~~subordinated~~or ~~indebtedness~~will ~~that~~receive ~~the~~customary ~~Partnership~~fees ~~may~~and ~~incur~~expenses.

The ~~Indenture~~Dealer ~~contains~~Agreements ~~covenants~~are ~~that~~substantially ~~will~~identical ~~limit the ability of the Partnership and certain of its subsidiaries to create liens on its principal properties, engage~~ in ~~sale~~all ~~and~~material ~~leaseback transactions~~respects, ~~merge~~except oras ~~consolidate with another entity or sell, lease or transfer substantially all of its properties or assets~~ to ~~another entity. Initially,~~ the ~~Notes~~name ~~will not be guaranteed by any~~ of the ~~Partnership’s~~Dealer ~~subsidiaries.~~that Inis ~~the~~a ~~future,~~party ~~however~~thereto, ifand ~~any~~contain ofcustomary ~~the~~representations, ~~Partnership’s~~warranties, ~~subsidiaries~~covenants ~~becomes~~and aindemnification ~~borrower~~provisions. orThe ~~guarantor~~form ~~under,~~of orDealer ~~grants~~Agreement ~~any~~is ~~lien~~attached to ~~secure~~this ~~any~~Current ~~obligations~~Report ~~pursuant~~on ~~to,~~Form ~~the~~8-K ~~Partnership’s~~as ~~revolving~~Exhibit ~~credit~~10.1 ~~facility,~~and ~~then~~is ~~that~~incorporated ~~subsidiary~~herein ~~will,~~by ~~jointly~~reference. ~~and~~The ~~severally,~~description ~~fully~~above ~~and~~is ~~unconditionally~~a ~~guarantee~~summary ~~the~~of ~~Partnership’s payment obligations under~~ the ~~Notes~~Dealer soAgreements ~~long~~and asis ~~such~~qualified ~~subsidiary~~in ~~has~~its ~~any~~entirety ~~guarantee~~by ~~obligation under~~ the ~~Partnership’s~~form ~~revolving~~of ~~credit~~Dealer ~~facility~~Agreement.

The ~~Indenture~~Notes ~~also~~have ~~contains~~not ~~customary~~been ~~events~~and ofwill ~~default,~~not ~~including,~~be ~~among~~registered ~~other~~under ~~things, (i) default for 30 days in~~ the ~~payment~~Securities ~~when~~Act ~~due of interest on the Notes; (ii) default in payment when due of principal of~~ or ~~premium,~~state ifsecurities ~~any~~laws, onand ~~the~~may ~~Notes~~not atbe ~~maturity,~~offered ~~upon redemption~~ or ~~otherwise;~~sold ~~(iii) failure by the Partnership for 60 days after notice to comply with any of the other agreements~~ in the ~~Indenture;~~United ~~and~~States ~~(iv)~~absent ~~certain~~registration ~~events of bankruptcy~~ or ~~insolvency with respect to the Partnership. If~~ an ~~event~~applicable ofexemption ~~default~~from ~~occurs and is continuing with respect to~~ the ~~Notes,~~registration ~~the~~requirements ~~Trustee or the holders~~ of ~~not less than 25% in principal amount of~~ the ~~outstanding~~Securities ~~Notes~~Act ~~may declare the principal amount of such Notes~~ and ~~all~~applicable ~~accrued~~state ~~and unpaid interest to be due and payable~~laws. ~~Upon~~The ~~such~~information acontained ~~declaration,~~in ~~such~~this ~~principal~~Current ~~amount~~Report ~~will~~on ~~become~~Form ~~due~~8-K ~~and~~is ~~payable~~neither ~~immediately. If~~ an ~~event~~offer ofto ~~default~~sell ~~relating~~nor toa ~~certain~~solicitation ~~events~~ of ~~bankruptcy,~~an ~~insolvency~~offer ~~or reorganization with respect~~ to ~~the~~buy ~~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~~securities.

Other material terms of the Notes, the Base Indenture and the Supplemental Indenture are described in the prospectus supplement relating to the Notes, dated September 27, 2023, as filed by the Partnership with the Securities and Exchange Commission on September 28, 2023. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of such Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1, and is incorporated herein by reference.

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 ofabove ~~this report~~ is incorporated herein by reference ~~into this Item 2~~.~~03.~~

Item 8.01 Other Events.

On September 27, 2023, the Partnership, together with its general partner, Western Midstream Operating GP, LLC (the “General Partner”), the sole member of the General Partner, Western Midstream Partners, LP (“WES”), and the general partner of WES, Western Midstream Holdings, LLC, entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters, relating to the public offering (the “Offering”) of $600,000,000 aggregate principal amount of the Notes at a price to the public of 99.786% of their face value.

On September 29, 2023, the Partnership completed the Offering. The Partnership will use the net proceeds from the Offering to fund a portion of the aggregate purchase price for WES’s pending acquisition of Meritage Midstream Services II, LLC, to pay related costs and expenses and for general partnership purposes.

The Offering was made pursuant to the Partnership’s shelf registration statement on Form S-3 (File No. 333-270964-01), which became effective on March 30, 2023.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
1.1						Underwriting Agreement, dated September 27, 2023, by and among Western Midstream Operating, LP, Western Midstream Operating GP, LLC, Western Midstream Partners, LP, Western Midstream Holdings, LLC and Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein.
10.1						Form of Commercial Paper Dealer Agreement between the Partnership, as Issuer, and the Dealer party thereto, for the Commercial Paper Program.
4.1						Thirteenth Supplemental Indenture, dated as of September 29, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee.
4.2						Form of 6.350% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1).
5.1						Opinion of Sidley Austin LLP.
23.1						Consent of Sidley Austin LLP (included in Exhibit 5.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WESTERN MIDSTREAM PARTNERS, LP

WESTERN MIDSTREAM OPERATING, LP

By:

Western Midstream Operating GP, LLC, its general partner

Dated:

~~September~~November 2916, 2023

By:

/s/ Kristen S. Shults

Kristen S. ShultsSenior Vice President and Chief Financial Officer

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