Welcome to our dedicated page for Western Midstream Partners Lp SEC filings (Ticker: WES), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Western Midstream Partners, LP filed a Form S-8 to register 4,903,998 common units for delivery under its 2021 Long Term Incentive Plan, pursuant to General Instruction E.
The filing follows the completion of mergers in which Aris Water Solutions, Inc. and Aris Water Holdings, LLC became subsidiaries. At the merger’s effective time, Western Midstream assumed the outstanding unused share reserve under the Aris 2021 Equity Incentive Plan, with each outstanding share of Aris Class A common stock converted into 0.625 Western Midstream common units, and those Assumed Units will be incorporated into the Plan. The company incorporates by reference its prior Form S-8 from August 20, 2021, which registered 11,875,000 common units under the same plan.
Western Midstream Partners (WES) completed its merger with Aris Water Solutions. At closing, Aris holders could elect consideration per share/unit of either 0.625 WES common units, $25.00 cash (subject to proration), or a mixed option of 0.450 units plus $7.00 cash. Elections were: 14,385,652 for units, 33,801,151 for cash, and 11,017,951 for the mixed option.
Based on these elections, WES issued approximately 26.6 million common units and paid $415.0 million in cash, reaching the maximum cash consideration under the merger agreement, which triggered proration for cash electors. WES registered the unit issuance on Form S-4. WES also assumed Aris OpCo’s 7.250% senior notes due 2030 at the operating partnership level and will amend and restate the WES OpCo partnership agreement to provide for the issuance of preferred units.
Schedule 13G/A shows that Alerian MLP ETF and ALPS Advisors, Inc. report shared voting and dispositive power over substantial stakes in Western Midstream Partners LP common units. Alerian MLP ETF holds 34,395,602 units, representing
Aris and WES have entered into a proposed merger documented in this S-4/A describing an equity-for-unit combination and related governance, tax and employee outcomes. The filing discloses that certain Aris restricted stock units and performance stock units held by non-continuing employees or non-employee directors will be cashed out at $25.00 per Aris share/unit (plus accrued dividend equivalents) at the Effective Time.
The document includes non-public, unaudited internal forecasts for Aris for 2025–2029 showing multiple line items: 2025E–2029E: $227, $247, $267, $290, $296; a second series $484, $512, $549, $587, $602; and a third series 91, 71, 48, 46, 45 (each series presented in the filing). It also shows implied per-share valuation ranges (e.g., $20.60–$27.60 and $23.90–$28.00) and specific implied consideration comparisons such as $24.86–$24.90 and referenced per-share values.
The Merger Agreement contemplates deal protections, non-solicitation provisions with limited exceptions, potential expense reimbursement to the WES parties of up to $11,875,000, and discusses Tax Receivable Agreement termination considerations including a potential discounted TRA termination payment of approximately $80.0 million referenced in committee discussions. The filing also details voting mechanics (broker non-votes count as votes "AGAINST" the Merger Agreement Proposal) and numerous employee benefit, tax and withholding consequences for holders and unitholders.
Proxy statement/prospectus excerpt relating to the proposed merger of Aris and WES (S-4) describes the Merger Agreement economics, shareholder election mechanics and related tax and governance consequences. The Merger Consideration is presented in cash, unit and mixed election forms with implied per-share values referenced at approximately $25.00, $24.86 and $24.90; other referenced values include $39.78 and $20.18 in comparative tables. Aris provided internal, non-public forecasts for 2025–2029 (sample values shown: 2025E $227, 2026E $247, 2027E $267, 2028E $290, 2029E $296), and Citi-derived implied per-share ranges (e.g., $20.60–$27.60 and illustrative ranges around $23.90–$28.00).
The document also discloses material deal mechanics and risks: securityholder election procedures and deadlines, tax considerations including potential recognition of "built-in gain" for former Aris holders, withholding and reporting rules for Non-U.S. unitholders, a possible discounted TRA termination payment discussed at $80.0 million, and an expense reimbursement cap for WES parties up to $11,875,000. Governance and voting rules (including broker non-votes treated as "AGAINST") and executive severance/vesting treatments are summarized.
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