Western Midstream Partners Lp SEC Filings

Western Midstream Operating, LP, a subsidiary of Western Midstream Partners, completed a public debt offering of $700,000,000 aggregate principal amount of 5.700% Senior Notes due 2036. These senior unsecured notes were issued under an existing Indenture with Computershare Trust Company as trustee.

Interest at 5.700% accrues from June 25, 2026 and is payable semi-annually on January 1 and July 1, starting January 1, 2027. The notes mature on July 1, 2036 and may be redeemed early at the redemption prices described in the Indenture.

The notes rank equally with all existing and future senior indebtedness of Western Midstream Operating and ahead of any subordinated debt. Covenants restrict liens on principal properties, sale and leaseback transactions, and certain mergers or asset transfers. Net proceeds will be used to repay borrowings under the revolving credit facility and commercial paper program, including amounts used to fund the Brazos Delaware II, LLC acquisition, and for general partnership purposes, including capital expenditures.

Western Midstream Partners, LP has filed a Form S-3 shelf registration to permit the offer and sale, from time to time after the effective date, of its common units and preferred units and, through its consolidated subsidiary Western Midstream Operating, LP, of debt securities. The prospectus states that each issuance will be described in a prospectus supplement and that offerings may occur "from time to time after the effective date of this registration statement as determined by market considerations and other factors."

The prospectus summarizes governance, distribution and tax provisions: common units trade on the NYSE under the symbol "WES," available cash is generally distributed quarterly within 55 days after quarter end, and the partnership operates under the terms of its Second Amended and Restated Agreement of Limited Partnership. The filing explains the registerable securities, shelf mechanics and the requirement that specific terms (amounts, price, distribution method and use of proceeds) will appear in prospectus supplements.

Western Midstream Partners, LP closed its approximately $1.6 billion acquisition of Brazos Delaware II, LLC, paying about $800 million in cash and issuing 19,389,239 common units valued at roughly $800 million. The deal expands Western Midstream’s gathering and processing footprint in the Delaware Basin and is described as aligning with its philosophy of deploying capital that sustains or grows its distribution.

The partnership states that the transaction met objectives of being accretive to per-unit metrics, protecting its balance sheet and investment grade credit ratings, and diversifying its customer base and ownership. Western Midstream also granted the seller customary registration rights for the new units and secured a six-month lock-up period during which the units generally cannot be transferred.

Western Midstream Partners, LP reported strong first-quarter 2026 growth. Total revenues and other rose to $1,123.6 million from $917.1 million a year earlier, driven mainly by higher fee-based service revenues and significantly higher product sales.

Net income attributable to Western Midstream Partners, LP increased to $350.3 million from $309.0 million, with basic net income per common unit up to $0.86 from $0.79. Cash from operating activities was $469.9 million, while capital expenditures rose to $235.7 million. The partnership ended March 31 2026 with $647.5 million in cash and cash equivalents and total assets of $14.9 billion. The quarterly cash distribution increased to $0.930 per common unit. The report also highlights integration of the $2.0 billion Aris Water Solutions acquisition and a subsequent agreement to acquire Brazos Delaware in a $1.6 billion cash-and-equity transaction.

Western Midstream Partners reported a record first-quarter 2026 and announced a major Delaware Basin acquisition. Net income attributable to limited partners was $342.4 million, or $0.85 per diluted unit, and Adjusted EBITDA reached a record $683.1 million, up 15% from a year earlier and 7% sequentially. Distributable Cash Flow was $508.9 million, with Free Cash Flow of $242.3 million.

The partnership declared a first-quarter distribution of $0.930 per unit, 2.2% higher than the prior quarter and equal to $3.72 on an annualized basis. Management expects 2026 Adjusted EBITDA and Distributable Cash Flow to finish toward the high end of prior ranges of $2.50–$2.70 billion and $1.85–$2.05 billion, assuming current commodity prices persist.

Western Midstream also agreed to acquire Brazos Delaware II, LLC for approximately $1.6 billion, split between $800 million in cash and $800 million in common units. The deal adds about 470,000 dedicated acres, 460 MMcf/d of processing capacity, and is expected to contribute roughly $100 million of incremental Adjusted EBITDA in 2026 while keeping pro forma net leverage around 3.0x and being immediately accretive to estimated 2026 Distributable Cash Flow per unit.

Western Midstream Partners LP is reported in an amended Schedule 13G/A showing sizeable passive holdings as of 03/31/2026. ALPS Advisors, Inc. reports shared voting and dispositive power over 38,637,354 common units (9.82%). Alerian MLP ETF reports shared voting and dispositive power over 38,126,346 common units (9.68%). The filing states these shares are owned by investment funds advised by ALPS Advisors, and ALPS Advisors disclaims beneficial ownership of the securities it advises.

Western Midstream Partners, LP director buys additional units and reports phantom units. Director Robert G. Phillips purchased 1,250 Common Units representing limited partner interests in an open-market transaction at $40.19 per unit, bringing his directly held Common Units to 5,296.

He also reports 3,778 Phantom Units that are economically equivalent to Common Units. Upon vesting on February 12, 2027, each Phantom Unit will entitle him to receive either one Common Unit or cash equal to the fair market value of a Common Unit, at the Board’s discretion.

Western Midstream Partners, LP insider activity: SVP, General Counsel and Secretary Christopher B. Dial reported a tax-related share disposition under an amended insider filing. On February 12, 2026, he disposed of 5,879 common units representing limited partner interests at $42.35 per unit to cover tax withholding obligations, rather than through an open-market sale. After this transaction, he directly owned 225,015 common units. A footnote clarifies that the original transaction code was mistakenly reported as a sale and has been corrected to reflect tax-withholding treatment.

Western Midstream Partners, LP and its subsidiary Western Midstream Operating, LP provide midstream services across Texas, New Mexico, Colorado, Utah, and Wyoming, focusing on natural-gas gathering and processing, crude-oil and NGLs handling, and produced-water management.

The partnership reports extensive infrastructure, including 14,910 miles of pipeline, 5,780 MMcf/d of gas processing and treating capacity, and 6,304 MBbls/d of liquids and water capacity as of December 31, 2025. It operates largely under fee-based contracts with significant minimum-volume commitments to stabilize cash flows.

In 2025, Western Midstream closed a $2.0 billion acquisition of Aris, adding 830 miles of produced-water pipeline, 1,812 MBbls/d of produced-water handling, and 1,560 MBbls/d of recycling capacity, plus 625,000 dedicated acres. The filing highlights a 2025 Purchase Program authorizing up to $250.0 million of unit buybacks and outlines growth projects like North Loving Train II and the Pathfinder produced-water pipeline.

The business remains closely tied to Occidental Petroleum, which owned 39.7% of limited partner interests and supplied 60% of total revenues and the vast majority of crude-oil and produced-water throughput in 2025, creating both strategic advantages and customer-concentration risk.