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): ~~November~~May 16, ~~2023~~2024

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 ~~November~~May 16, ~~2023~~2024, Western Midstream Operating, LP (~~the~~ “~~Partnership~~WES Operating”), a subsidiary of Western Midstream Partners, LP (~~NYSE:~~ “WES”), entered into ~~dealer~~an ~~agreements~~amendment (the “~~Dealer Agreements~~Amendment”) ~~with~~to ~~certain~~its ~~investment~~senior ~~banks~~unsecured ~~(collectively,~~revolving credit agreement (the “~~Dealers~~RCF”), ~~relating~~dated toApril a6, $22023,~~000~~ among itself,~~000~~ Wells Fargo Bank,~~000~~ ~~commercial~~National ~~paper~~Association, ~~program~~as (administrative agent, and the ~~“CP~~lenders ~~Program”).~~party ~~The~~thereto ~~proceeds~~in connection with the extension of the CPmaturity ~~Program~~date ~~may~~applicable beto ~~used~~the ~~for~~loans ~~general~~and ~~partnership~~commitments ~~purposes~~of certain lenders totaling $1,880 million to April 6, 2029, pursuant to Section 2.24 of the RCF.

~~The~~As ~~Dealer Agreements provide the terms under which the Dealers may either purchase from the Partnership or arrange for the sale by the Partnership~~ of ~~commercial~~May ~~paper notes~~16, ~~which are unsecured short-term promissory notes (“Notes”)~~2024, ~~pursuant~~there towere ~~the~~no ~~exemption~~borrowings ~~from~~outstanding ~~registration~~on ~~contained in Section 4(a)(2) of~~ the ~~Securities~~RCF ~~Act of 1933, as amended~~ (~~the “Securities Act”). The maturities of the Notes may vary,~~ but ~~may~~with ~~not exceed 397 days, and the principal amount of outstanding Notes at any one time may not exceed~~ $~~2,000,000,000,~~5.1 ~~which~~million ~~amount may be adjusted from time to time as provided~~ in ~~the~~outstanding ~~Dealer~~letters ~~Agreements~~of credit). The ~~Notes~~above ~~will~~summary ~~be issued, at the option~~ of the ~~Partnership,~~Amendment ~~either~~is atqualified ain ~~discounted~~its ~~price~~entirety toby ~~their~~reference ~~principal face value or will bear interest. Such discounted price or interest amounts shall be dependent on market conditions and the ratings assigned~~ to the CPAmendment, ~~Program~~a bycopy ~~credit rating agencies at the time~~ of ~~issuance~~which ofis ~~the~~filed ~~Notes. A national bank will act~~ as ~~issuing~~Exhibit ~~and paying agent under the CP Program~~10.1 Ashereto ofand ~~the~~incorporated ~~date~~herein ~~hereof,~~by ~~the Partnership has not issued any Notes~~reference.

From time to time, one or more of the Dealers and certain of their respective affiliates have provided, and may in the future provide, commercial banking, investment banking and other financial advisory services to the Partnership and its affiliates for which they have received or will receive customary fees and expenses.Relationships

~~The~~Certain ~~Dealer~~of ~~Agreements~~the ~~are~~lenders ~~substantially~~under ~~identical~~the inRCF ~~all~~and ~~material~~their ~~respects~~respective affiliates have, ~~except~~from astime to ~~the~~time, ~~name~~performed, ofand ~~the~~may ~~Dealer~~in ~~that~~the isfuture ~~a party thereto~~perform, ~~and~~various ~~contain~~financial ~~customary representations~~advisory, ~~warranties~~commercial, ~~covenants~~ and ~~indemnification~~investment ~~provisions.~~banking ~~The~~services ~~form~~for ofWES ~~Dealer~~Operating ~~Agreement~~and isWES, ~~attached~~for towhich ~~this~~they ~~Current~~received ~~Report~~or onmay ~~Form~~receive ~~8-K~~customary asfees ~~Exhibit~~and 10expenses.1 ~~and~~Certain isaffiliates ~~incorporated~~of ~~herein~~such bylenders ~~reference.~~have ~~The~~acted, ~~description~~and ~~above~~may isin ~~a summary of~~ the ~~Dealer~~future ~~Agreements~~act, ~~and~~as isunderwriters ~~qualified~~of incertain ~~its~~of ~~entirety~~WES byOperating’s ~~the~~debt ~~form~~issuances ofand ~~Dealer~~WES’s ~~Agreement~~equity issuances.

~~The~~Item ~~Notes~~2.03. ~~have~~Creation ~~not~~of ~~been~~a ~~and~~Direct ~~will~~Financial ~~not~~Obligation ~~be registered under the Securities Act~~ or ~~state~~an ~~securities~~Obligation ~~laws,~~under ~~and may not be offered or sold in the United States absent registration or~~ an ~~applicable~~Off-Balance ~~exemption~~Sheet ~~from~~Arrangement ~~the registration requirements~~ of ~~the Securities Act and applicable state laws. The information contained in this Current Report on Form 8-K is neither an offer to sell nor~~ a ~~solicitation of an offer to buy any securities~~Registrant.

~~Item~~The ~~2.03~~information ~~Creation~~set offorth ~~a Direct Financial Obligation or an Obligation~~ under anItem ~~Off-Balance~~1.01 ~~Sheet~~above ~~Arrangement~~is ofincorporated aherein ~~Registrant~~by reference.

~~The information in~~ Item 19.01. ~~above~~Financial isStatements ~~incorporated~~and ~~herein by reference~~Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1						~~Form~~First ofAmendment ~~Commercial~~to ~~Paper~~Fourth ~~Dealer~~Amended ~~Agreement~~and ~~between~~Restated ~~the~~Revolving ~~Partnership~~Credit Agreement, dated as ~~Issuer~~of May 16, ~~and~~2024, among Western Midstream Operating, LP, as the ~~Dealer~~Borrower, ~~party~~Wells ~~thereto~~Fargo Bank, ~~for~~National Association, as Administrative Agent, and the ~~Commercial~~Lenders ~~Paper~~party ~~Program~~thereto.
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 OPERATING, LP

By:

Western Midstream Operating GP, LLC, its general partner

Dated:

~~November~~May 16, ~~2023~~2024

By:

/s/ Kristen S. Shults

Kristen S. ShultsSenior Vice President and Chief Financial Officer

Filing Compare · Western Midstream Operating, LP