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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Western Midstream Partners LP | NYSE:WES | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.14 | 3.34% | 35.2392 | 34.71 | 34.125 | 34.24 | 1,699,262 | 23:44:00 |
Western Gas Partners, LP
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(Exact name of registrant as specified in its charter)
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Delaware
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26-1075808
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046 (832) 636-6000 |
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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________________________________________________
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Philip H. Peacock
Senior Vice President, General Counsel and Corporate Secretary 1201 Lake Robbins Drive The Woodlands, Texas 77380-1046 Telephone: (832) 636-6000 |
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
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________________________________________________
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Copies to:
David P. Oelman
Alan Beck Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 Telephone: (713) 758-3708 |
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________________________________________________
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Title of Each Class of
Securities to be Registered |
Amount to be Registered (1)(2)
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Proposed Maximum Offering Price per Unit
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Proposed Maximum Aggregate Offering Price (4)
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Amount of
Registration Fee (5) |
Common Units
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21,922,831
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(3)
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$1,359,215,522
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$157,533.08
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(1)
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Pursuant to Rule 416(a) under the Securities Act, the number of common units being registered on behalf of the selling unitholders shall be adjusted to include any additional common units that may become issuable as a result of any unit distribution, split, combination or similar transaction.
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(2)
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Represents 21,922,831 common units issued or issuable upon conversion of 21,922,831 Series A Preferred units (the “Series A Preferred units”) that Western Gas Partners, LP issued to the selling unitholders named in the prospectus included as part of this registration statement. The conversion ratio is one Series A Preferred unit in exchange for one common unit.
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(3)
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The proposed maximum offering price per common unit will be determined from time to time by the selling unitholders in connection with, and at the time of, the sale by the selling unitholders of the securities registered hereunder.
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(4)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act on the basis of the average of the high and low sales prices of the common units on March 3, 2017, of $62.00, as reported on the New York Stock Exchange.
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(5)
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Calculated in accordance with Rule 457(o) under the Securities Act.
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Page
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•
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our ability to pay distributions to our unitholders;
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our and Anadarko’s assumptions about the energy market;
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future throughput (including Anadarko production) which is gathered or processed by or transported through our assets;
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our operating results;
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competitive conditions;
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technology;
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the availability of capital resources to fund acquisitions, capital expenditures and other contractual obligations, and our ability to access those resources from Anadarko or through the debt or equity capital markets;
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the supply of, demand for, and price of, oil, natural gas, natural gas liquids (“NGLs”) and related products or services;
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our ability to mitigate exposure to the commodity price risks inherent in our percent-of-proceeds and keep-whole contracts through the extension of our commodity price swap agreements with Anadarko, or otherwise;
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weather and natural disasters;
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inflation;
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the availability of goods and services;
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general economic conditions, internationally, domestically or in the jurisdictions in which we are doing business;
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federal, state and local laws, including those that limit Anadarko and other producers’ hydraulic fracturing or other oil and natural gas operations;
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environmental liabilities;
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legislative or regulatory changes, including changes affecting our status as a partnership for federal income tax purposes;
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changes in the financial or operational condition of Anadarko;
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the creditworthiness of Anadarko or our other counterparties, including financial institutions, operating partners, and other parties;
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changes in Anadarko’s capital program, strategy or desired areas of focus;
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our commitments to capital projects;
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our ability to use our revolving credit facility;
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our ability to repay debt;
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conflicts of interest among us, our general partner, WGP and its general partner, and affiliates, including Anadarko;
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our ability to maintain and/or obtain rights to operate our assets on land owned by third parties;
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our ability to acquire assets on acceptable terms from Anadarko or third parties, and Anadarko’s ability to generate an inventory of assets suitable for acquisition;
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non-payment or non-performance of Anadarko or other significant customers, including under our gathering, processing and transportation agreements and our $260.0 million note receivable from Anadarko;
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the timing, amount and terms of future issuances of equity and debt securities; and
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other factors discussed below, in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates” included in our most recent Annual Report on Form 10-K, in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are incorporated by reference herein and in our other public filings and press releases.
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the treatment of a common unitholder whose units are the subject of a securities loan (e.g., a loan to a short seller to cover a short sale of units) (please read “—Tax Consequences of Unit Ownership-Treatment of Securities Loans”);
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whether our monthly convention for allocating taxable income and losses is permitted by existing Treasury Regulations (please read “—Disposition of Units-Allocations Between Transferors and Transferees”); and
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whether our method for taking into account Section 743 adjustments is sustainable in certain cases (please read “—Tax Consequences of Unit Ownership-Section 754 Election” and “—Uniformity of Units”).
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(a)
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Neither we nor any of our partnership or limited liability company subsidiaries has elected to be treated as a corporation for federal income tax purposes;
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(b)
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For each taxable year since and including the year of our initial public offering, more than 90% of our gross income has been and will be income of a character that Vinson & Elkins L.L.P. has opined is “qualifying income” within the meaning of Section 7704(d) of the Code; and
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(c)
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Each hedging transaction that we treat as resulting in qualifying income has been and will be appropriately identified as a hedging transaction pursuant to applicable Treasury Regulations, and has been and will be associated with oil, natural gas, or products thereof that are held or to be held by us in activities that Vinson & Elkins L.L.P. has opined result in qualifying income.
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interest on indebtedness allocable to property held for investment;
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interest expense allocated against portfolio income; and
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the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent allocable against portfolio income.
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a short sale;
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an offsetting notional principal contract; or
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a futures or forward contract with respect to the partnership interest or substantially identical property.
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(1)
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the name, address and taxpayer identification number of the beneficial owner and the nominee;
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(2)
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a statement regarding whether the beneficial owner is:
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(a)
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a non-U.S. person;
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(b)
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a non-U.S. government, an international organization or any wholly owned agency or instrumentality of either of the foregoing; or
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(c)
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a tax-exempt entity;
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(3)
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the amount and description of units held, acquired or transferred for the beneficial owner; and
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(4)
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specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.
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whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws;
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whether, in making the investment, the employee benefit plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA and any other applicable Similar Laws;
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whether the investment will result in recognition of unrelated business taxable income by the employee benefit plan and, if so, the potential after-tax investment return. Please read “Material U.S. Federal Income Tax Consequences—Tax-Exempt Organizations and Other Investors”;
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whether making the investment will comply with the delegation of control and prohibited transaction provisions under Section 406 of ERISA, Section 4975 of the Code and any other applicable Similar Laws (please read the discussion under “—Prohibited Transaction Issues” below); and
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whether in making the investment, the employee benefit plan will be considered to hold, as plan assets, (1) only the investment in our common units or (2) an undivided interest in our underlying assets (please read the discussion under “—Plan Asset Issues” below).
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(a)
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the equity interests acquired by the employee benefit plan are “publicly offered securities” - i.e., the equity interests are part of a class of securities that are widely held by 100 or more investors independent of the issuer and each other, are “freely transferable” (as defined in the applicable Department of Labor regulations) and are either part of a class of securities registered pursuant to certain provisions of the federal securities laws or sold to the employee benefit plan as part of a public offering under certain conditions;
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(b)
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the entity is an “operating company,” - i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries, or it qualifies as a “venture capital operating company” or a “real estate operating company”; or
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(c)
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there is no significant investment by benefit plan investors, which is defined to mean that less than 25% of the total value of each class of equity interest (disregarding certain interests held by our general partner, its affiliates, and certain other persons who have discretionary authority or control with respect to the assets of the entity or provide investment advice for a fee with respect to such assets) is held by employee benefit plans that are subject to part 4 of Title I of ERISA (which excludes governmental plans and non-electing church plans) and/or Section 4975 of the Code, IRAs and certain other employee benefit plans not subject to ERISA (such as electing church plans).
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Selling Unitholder (1)
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Common Units Beneficially Owned Prior to the Offering
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Percentage of Common Units Beneficially Owned Prior to the Offering
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Common Units Offered Hereby
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Common Units Beneficially Owned After the Offering
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Percentage of Common Units Beneficially Owned After the Offering
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FR XIII WES Holdings LLC
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9,024,235
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5.9%
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9,024,235
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—
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—
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FR WES Co-Investment, L.P.
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4,687,500
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3.1%
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4,687,500
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—
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—
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Kayne Anderson MLP Investment Company (2)
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3,841,125
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2.5%
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134,370
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3,706,755
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2.4
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%
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KA Western Gas Holdings LLC (2)
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2,687,181
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1.8%
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2,687,181
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—
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—
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Kaiser Permanente Group Trust
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1,594,388
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1.0%
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1,594,388
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—
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—
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Kayne Anderson MLP Fund, L.P. (2)
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1,470,810
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1.0%
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710,000
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760,810
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*
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Kayne Anderson Midstream Institutional Fund, L.P. (2)
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1,168,600
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*
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710,000
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458,600
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*
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KANTI (QP), L.P. (2)
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521,140
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*
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521,140
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—
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—
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Kayne Anderson Energy Development Company (2)
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428,168
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*
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134,369
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293,799
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*
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Massachusetts Mutual Life Insurance Company
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398,597
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*
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398,597
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—
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—
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Orange County Employees Retirement System
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371,278
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*
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318,878
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52,400
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*
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Belfer Capital Partners LP
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318,878
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*
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318,878
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—
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—
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Kayne Preferred Fund LLC (2)
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271,221
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*
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271,221
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—
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—
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Kayne Anderson Non-Traditional Investments, L.P. (2)
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188,860
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*
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188,860
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—
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—
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Kayne Select Midstream Recovery Fund, L.P. (2)
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89,718
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*
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79,719
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9,999
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*
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Belfer Corp.
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79,719
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*
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79,719
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—
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—
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Elizabeth K. Belfer
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31,888
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*
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31,888
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—
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—
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Laurence D. Belfer
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31,888
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*
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31,888
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—
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—
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Total
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27,205,194
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17.8%
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21,922,831
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5,282,363
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3.5
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%
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*
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Less than one percent.
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(1)
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The beneficial ownership information presented herein assumes that all Series A Preferred units have been converted into an equivalent number of common units. Effective on February 23, 2017, pursuant to the terms of the Consent and Conversion Agreement, approximately 50% of each selling unitholder’s Series A Preferred units were converted into common units on a one-for-one basis and the remaining Series A Preferred units will convert into common units on a one-for-one basis effective on May 2, 2017.
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(2)
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Representatives of the selling unitholder have advised us that the selling unitholder is an affiliate of a U.S. registered broker-dealer; however, the selling unitholder acquired Series A preferred units convertible into common units in the ordinary course of business and, at the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the units held by the selling unitholder.
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•
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the terms of the offering;
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•
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the names of any underwriters or agents;
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•
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the name or names of any managing underwriter or underwriters;
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•
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the purchase price of the securities from the selling unitholders;
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•
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the net proceeds the selling unitholders will receive from the sale of the securities;
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•
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any delayed delivery arrangements;
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•
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any underwriting discounts, commissions and other items constituting underwriters’ compensation;
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•
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the initial public offering price;
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•
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any discounts or concessions allowed or reallowed or paid to dealers; and
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•
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any commissions paid to agents.
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market prices prevailing at the time of any sale under this prospectus;
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prices related to market prices; or
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negotiated prices.
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•
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in or through one or more transactions or distributions;
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•
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on the New York Stock Exchange;
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•
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in the over-the-counter market; or
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•
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in private transactions.
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•
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Annual Report on Form 10-K for the year ended December 31, 2016;
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•
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Current Reports on Form 8-K filed on February 9, 2017 and February 16, 2017; and
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•
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the description of our common units contained in our registration statement on Form 8-A (File No. 001-34046) filed on May 6, 2008, and any subsequent amendment thereto filed for the purpose of updating such description.
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Item 14.
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Other Expenses of Issuance and Distribution.
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*
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These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.
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Item 15.
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Indemnification of Directors and Officers.
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Item 16.
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Exhibits.
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Item 17.
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Undertakings.
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement: and
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(ii)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction of the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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(d)
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That, for purposes of determining any liability under the Securities Act:
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(1)
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the information omitted from the form of prospectus or any prospectus supplement filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus or prospectus supplement filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
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(2)
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each post-effective amendment that contains a form of prospectus or prospectus supplement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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WESTERN GAS PARTNERS, LP
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By:
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Western Gas Holdings, LLC,
its general partner
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By:
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/s/ Benjamin M. Fink
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Name:
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Benjamin M. Fink
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Title:
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President, Chief Executive Officer,
Chief Financial Officer and Treasurer
(Principal Executive, Financial and
Accounting Officer)
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Signature
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Title
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Date
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/s/ Robert G. Gwin
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Chairman and Director
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March 9, 2017
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Robert G. Gwin
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/s/ Benjamin M. Fink
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President, Chief Executive Officer,
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March 9, 2017
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Benjamin M. Fink
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Chief Financial Officer, Treasurer and Director
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(Principal Executive, Financial and Accounting Officer)
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/s/ Milton Carroll
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Director
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March 9, 2017
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Milton Carroll
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/s/ Steven D. Arnold
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Director
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March 9, 2017
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Steven D. Arnold
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/s/ James R. Crane
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Director
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March 9, 2017
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James R. Crane
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/s/ Darrell E. Hollek
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Director
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March 9, 2017
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Darrell E. Hollek
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/s/ Robert K. Reeves
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Director
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March 9, 2017
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Robert K. Reeves
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/s/ David J. Tudor
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Director
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March 9, 2017
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David J. Tudor
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Exhibit Number
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Description
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1.1*
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—
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Form of Underwriting Agreement.
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2.1#
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—
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Contribution, Conveyance and Assumption Agreement by and among Western Gas Partners, LP, Western Gas Holdings, LLC, Anadarko Petroleum Corporation, WGR Holdings, LLC, Western Gas Resources, Inc., WGR Asset Holding Company LLC, Western Gas Operating, LLC and WGR Operating, LP, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046).
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2.2#
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Contribution Agreement, dated as of November 11, 2008, by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP. (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on November 13, 2008, File No. 001-34046).
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2.3#
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—
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Contribution Agreement, dated as of July 10, 2009, by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, Anadarko Uintah Midstream, LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 23, 2009, File No. 001-34046).
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2.4#
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—
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Contribution Agreement, dated as of January 29, 2010 by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, Mountain Gas Resources LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on February 3, 2010 File No. 001-34046).
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2.5#
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—
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Contribution Agreement, dated as of July 30, 2010, by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 5, 2010, File No. 001-34046).
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2.6#
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—
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Purchase and Sale Agreement, dated as of January 14, 2011, by and among Western Gas Partners, LP, Kerr-McGee Gathering LLC and Encana Oil & Gas (USA) Inc. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on January 18, 2011 File No. 001-34046).
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2.7#
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Contribution Agreement, dated as of December 15, 2011, by and among Western Gas Resources, Inc., WGR Asset Holding Company LLC, WGR Holdings, LLC, Western Gas Holdings, LLC, WES GP, Inc., Western Gas Partners, LP, Western Gas Operating, LLC and WGR Operating, LP. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on December 15, 2011, File No. 001-34046).
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2.8#
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—
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Contribution Agreement, dated as of February 27, 2013, by and among Anadarko Marcellus Midstream, L.L.C., Western Gas Partners, LP, Western Gas Operating, LLC, WGR Operating, LP, Anadarko Petroleum Corporation and Anadarko E&P Onshore LLC (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 5, 2013, File No. 001-34046).
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2.9#
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Contribution Agreement, dated as of February 27, 2014, by and among WGR Asset Holding Company LLC, APC Midstream Holdings, LLC, Western Gas Partners, LP, Western Gas Operating, LLC, WGR Operating, LP and Anadarko Petroleum Corporation (incorporated by reference to Exhibit 2.9 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 28, 2014, File No. 001-34046).
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2.10#
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Agreement and Plan of Merger, dated October 28, 2014, by and among Western Gas Partners, LP, Maguire Midstream LLC and Nuevo Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on October 28, 2014, File No. 001-34046).
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2.11#
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—
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Purchase and Sale Agreement, dated as of March 2, 2015, by and among WGR Asset Holding Company LLC, Delaware Basin Midstream, LLC, Western Gas Partners, LP, and Anadarko Petroleum Corporation (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 3, 2015, File No. 001-34046).
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Exhibit Number
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Description
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2.12#
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—
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Contribution Agreement, dated as of February 24, 2016, by and among WGR Asset Holding Company, LLC, APC Midstream Holdings, LLC, Western Gas Partners, LP, Western Gas Operating, LLC, WGR Operating, LP and Anadarko Petroleum Corporation (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 1, 2016, File No. 001-34046).
|
2.12#
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Interest Swap and Purchase Agreement, dated February 9, 2017, among Western Gas Partners, LP, WGR Operating, LP, Delaware Basin JV Gathering, LLC, Williams Partners L.P., Williams Midstream Gas Services LLC and Appalachia Midstream Services, L.L.C. (incorporated by reference to Exhibit 2.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on February 9, 2017, File No. 001-34046).
|
3.1
|
—
|
Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
|
3.2
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—
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Second Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated March 14, 2016 (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 16, 2016, File No. 001-34046).
|
3.3
|
—
|
Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated March 14, 2016 (incorporated by reference to Exhibit 3.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 16, 2016, File No. 001-34046).
|
3.4
|
—
|
Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, dated February 22, 2017 (incorporated by reference to Exhibit 3.4 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 23, 2017, File No. 001-34046).
|
3.5
|
—
|
Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
|
3.6
|
—
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Second Amended and Restated Limited Liability Company Agreement of Western Gas Holdings, LLC, dated December 12, 2012 (incorporated by reference to Exhibit 3.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on December 12, 2012, File No. 001-34046).
|
4.1
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—
|
Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046).
|
4.2
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—
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Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046).
|
4.3
|
—
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First Supplemental Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046).
|
4.4
|
—
|
Form of 5.375% Senior Notes due 2021 (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046).
|
4.5
|
—
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Fourth Supplemental Indenture, dated as of June 28, 2012, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046).
|
4.6
|
—
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Form of 4.000% Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046).
|
4.7
|
—
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Fifth Supplemental Indenture, dated as of August 14, 2013, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 14, 2013, File No. 001-34046).
|
Exhibit Number
|
|
Description
|
4.8
|
—
|
Form of 2.600% Senior Notes due 2018 (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 14, 2013, File No. 001-34046).
|
4.9
|
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Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
|
4.10
|
—
|
Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
|
4.11
|
—
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Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
|
4.12
|
—
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Form of 3.950% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
|
4.13
|
—
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Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
|
4.14
|
—
|
Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
|
4.15
|
—
|
Registration Rights Agreement by and between Western Gas Partners, LP and the Purchasers party thereto, dated as of March 14, 2016, (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 16, 2016, File No. 001-34046).
|
4.16
|
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Consent and Conversion Agreement, dated February 22, 2017, by and among the Partnership and the holders of the outstanding Series A Preferred Units party thereto (incorporated by reference to Exhibit 4.16 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 23, 2017, File No. 001-34046).
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5.1†
|
—
|
Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
|
8.1†
|
—
|
Opinion of Vinson & Elkins L.L.P. as to tax matters.
|
23.1†
|
—
|
Consent of KPMG LLP.
|
23.2†
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—
|
Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1).
|
23.3†
|
—
|
Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1).
|
24.1†
|
—
|
Powers of Attorney (included on the signature pages).
|
†
|
Filed herewith.
|
#
|
Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
|
*
|
To be filed as an exhibit to a Current Report on Form 8-K or in a post-effective amendment to this registration statement.
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