WESTERN MIDSTREAM COMPLETES ACQUISITION OF ARIS WATER SOLUTIONS

Rhea-AI Summary

Western Midstream (NYSE: WES) completed its acquisition of Aris Water Solutions on October 15, 2025. The merger consideration allowed Aris securityholders to elect between three options: 0.625 WES common units; $25.00 cash (subject to proration); or 0.450 WES common units plus $7.00 cash. Final elections produced aggregate consideration of approximately $415.0 million in cash and roughly 26.6 million WES common units. Overall, Aris securityholders will receive about 28% cash and 72% common units. The companies said the combination strengthens WES’s position as a large three‑stream water and flow‑assurance provider in the Delaware Basin and integrates Aris employees into WES.

Positive

• Total cash consideration of $415.0 million
• Approximately 26.6 million WES common units issued
• 28% cash / 72% equity mix to Aris securityholders
• Combined company positioned as a top three-stream provider in Delaware Basin

Negative

• Issuance of ~26.6 million common units increases outstanding units
• Proration reduced cash to approximately $10.00 for some cash electors

Insights

M&A and Capital Structure Analyst

WES completed acquisition of Aris; mix of cash and equity consideration creates meaningful cash outflow and unit issuance.

Western Midstream completed the acquisition of Aris Water Solutions with total cash consideration of $415.0 million and issuance of approximately 26.6 million Common Units, with final elections resulting in roughly 28% cash and 72% equity consideration.

The transaction transforms WES into a larger integrated water-services provider in the Delaware Basin by adding produced-water gathering, recycling, transportation, disposal, and beneficial reuse capabilities. This should enhance operational scope but also increases partner-equity outstanding and required cash funding for the $415.0 million payout; the prorationed cash outcome (approximate $10.00 cash plus 0.375 Common Units for some electing holders) indicates financed cash needs were managed via election mix rather than alternative financing disclosures.

Key dependencies and risks include successful integration of Aris operations and employees, execution of combined water-services commercial plans, and managing the enlarged unit count. Monitor near-term integration milestones, realized synergies, any post-close disclosures of financing or covenant changes, and unit issuance totals over the next 12 months (12 months) for dilution impact and cash-flow conversion.

HOUSTON, Oct. 15, 2025 /PRNewswire/ -- Western Midstream Partners, LP ("WES") (NYSE: WES) today announced that it has completed its acquisition of Aris Water Solutions, Inc. ("Aris").

"I am pleased to announce the completion of WES's acquisition of Aris Water Solutions, solidifying our position as one of the largest three-stream midstream, flow-assurance providers in the Delaware Basin," said Oscar K. Brown, President and Chief Executive Officer of WES. "We are thrilled to welcome the Aris employees to the WES team, and we look forward to growing the combined entity and becoming the leading integrated water solutions provider in the basin. Together, WES and Aris create a stronger, more agile enterprise, well positioned to meet the challenges facing our producer customers in Texas and New Mexico with respect to produced-water gathering, recycling, transportation, disposal, and beneficial reuse."

In accordance with the terms of the merger agreement, each issued and outstanding share of Class A common stock, par value $0.01 per share, of Aris (the "Aris Class A Common Stock") and each unit of Aris Water Holdings, LLC (the "Aris OpCo Units") and corresponding share of Class B common stock of Aris, par value $0.01 per share (together with a corresponding Aris OpCo Unit, an "Aris OpCo Stapled Unit") was converted into the right to receive, at the election of the holder thereof (subject to certain exceptions as set forth in the merger agreement) the following consideration from WES (the "Merger Consideration"): (1) 0.625 common units (the "Common Unit Election Consideration") representing limited partner interests in WES ("Common Units"); (2) $25.00 in cash (without interest), subject to proration (the "Cash Election Consideration"); or (3) a combination of 0.450 Common Units and $7.00 in cash (without interest) (the "Mixed Election Consideration"). Based on the final results of the Merger Consideration elections:

• Holders of 14,385,652 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to and will receive the Common Unit Election Consideration. Pursuant to the terms of the merger agreement, this amount includes Aris securityholders who failed to properly make an election prior to the election deadline and are deemed to have elected to receive the Common Unit Election Consideration.
• Holders of 33,801,151 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Cash Election Consideration and, due to prorationing, will receive approximately $10.00 in cash and 0.375 Common Units for each share of Aris Class A Common Stock and each Aris OpCo Stapled Unit.
• Holders of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to and will receive the Mixed Election Consideration.

In the aggregate, Aris securityholders will receive approximately 28% of the Merger Consideration in cash and approximately 72% in Common Units. The total consideration to be paid in cash will be $415.0 million and the total consideration to be paid in equity will be approximately 26.6 million Common Units.

ABOUT WESTERN MIDSTREAM

Western Midstream Partners, LP ("WES") is a master limited partnership formed to develop, acquire, own, and operate midstream assets. With midstream assets located in Texas, New Mexico, Colorado, Utah, and Wyoming, WES is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids, and crude oil; and gathering and disposing of produced water for its customers. In its capacity as a natural-gas processor, WES also buys and sells residue, natural-gas liquids, and condensate on behalf of itself and its customers under certain gas processing contracts. A substantial majority of WES's cash flows are protected from direct exposure to commodity price volatility through fee-based contracts.

For more information about WES, please visit www.westernmidstream.com.

FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENTS

The foregoing contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that WES expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "create," "intend," "could," "may," "should," "foresee," "plan," "will," "guidance," "outlook," "goal," "future," "assume," "forecast," "focus," "work," "continue" or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the transaction, the pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the ability to successfully integrate the businesses, risks related to disruption of management time from ongoing business operations due to the transaction, the risk that any announcements relating to the transaction could have adverse effects on the market price of WES's Common Units, the risk that the transaction could have an adverse effect on the ability of WES to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers and on its operating results and businesses generally, the risk the transaction could distract management and WES will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond WES's control, including those detailed in WES's annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at investors.westernmidstream.com and on the SEC's website at https://www.sec.gov, and those detailed in the definitive proxy statement/prospectus that is available on the SEC's website at https://www.sec.gov. All forward-looking statements are based on assumptions that WES believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and WES undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

WESTERN MIDSTREAM CONTACTS

Daniel Jenkins
Director, Investor Relations                  
Investors@westernmidstream.com
866-512-3523

Rhianna Disch
Manager, Investor Relations
Investors@westernmidstream.com
866-512-3523

 

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SOURCE Western Midstream Partners, LP

FAQ

When did Western Midstream (WES) complete the acquisition of Aris Water Solutions?

Western Midstream completed the acquisition on October 15, 2025.

How much cash did WES pay for the Aris acquisition?

WES will pay a total of $415.0 million in cash as part of the merger consideration.

How many WES common units were issued to Aris securityholders in the merger?

The merger will issue approximately 26.6 million WES common units in aggregate.

What was the final cash vs. equity mix Aris securityholders received in the WES deal?

Aris securityholders will receive about 28% cash and 72% common units of the aggregate merger consideration.

What conversion elections did Aris holders have in the WES merger and what were the proration effects?

Holders could elect 0.625 units, $25.00 cash, or 0.450 units + $7.00 cash; proration caused some cash electors to receive ~$10.00 cash plus 0.375 units per share.

How does the acquisition affect WES’s position in the Delaware Basin?

The company says the acquisition strengthens WES’s position as one of the largest three-stream midstream, flow-assurance providers in the Delaware Basin.