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Western Midstream (NYSE: WES) issues $700M 5.700% Senior Notes to refinance debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

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  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior Notes principal $700,000,000 aggregate principal amount 5.700% Senior Notes due 2036 issued by Western Midstream Operating
Coupon rate 5.700% annual interest Interest rate on Senior Notes due 2036
Public offering price 99.705% of face amount Price to the public for the Senior Notes
Maturity date July 1, 2036 Stated maturity of the Senior Notes
First interest payment January 1, 2027 Initial semi-annual interest payment date
Shelf registration form Form S-3 (File No. 333-296931-01) Shelf registration statement used for the offering, effective June 22, 2026
Indenture financial
"The terms of the Notes are governed by the Indenture, dated as of May 18, 2011"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Senior Notes financial
"completed the public offering of $700,000,000 aggregate principal amount of 5.700% Senior Notes due 2036"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
revolving credit facility financial
"if any of WES Operating’s subsidiaries becomes a borrower or guarantor under, or grants any lien to secure any obligations pursuant to, WES Operating’s revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
sale and leaseback transactions financial
"limit the ability of WES Operating and certain of its subsidiaries to create liens on its principal properties, engage in sale and leaseback transactions"
events of default financial
"The Indenture also contains customary events of default, including, among other things"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Underwriting Agreement financial
"entered into an Underwriting Agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC, Barclays Capital Inc."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
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Understanding 8-K Material Events →
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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): June 22, 2026
WESTERN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
 
Delaware001-3575346-0967367
(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 classTrading symbolName of exchange
on which registered
Common unitsWESNew York Stock Exchange
 
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 June 25, 2026, Western Midstream Operating, LP (“WES Operating”), a subsidiary of Western Midstream Partners, LP (NYSE: WES) (“WES”), completed the public offering of $700,000,000 aggregate principal amount of 5.700% Senior Notes due 2036 (the “Notes”).

The terms of the Notes are governed by the Indenture, dated as of May 18, 2011 (the “Base Indenture”), by and among WES Operating, the subsidiary guarantors named therein and Computershare Trust Company, National Association (successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by the Sixteenth Supplemental Indenture (the “Supplemental Indenture”), dated as of June 25, 2026, by and between WES Operating and the Trustee, setting forth the specific terms applicable to the Notes (the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”). Interest on the Notes will accrue from June 25, 2026, and will be payable semi-annually on January 1 and July 1 of each year, with the initial interest payment being due on January 1, 2027. The Notes will mature on July 1, 2036, unless redeemed prior to maturity. The Notes are senior unsecured obligations of the Partnership.

WES Operating may redeem all or some of the Notes, in whole or in part, at any time prior to their maturity at the redemption price as set forth in the Indenture. The Notes rank equally in right of payment with all of WES Operating’s existing and future senior indebtedness and senior to any subordinated indebtedness that WES Operating may incur.

The Indenture contains covenants that will limit the ability of WES Operating and certain of its subsidiaries to create liens on its principal properties, engage in sale and leaseback transactions, merge or consolidate with another entity or sell, lease or transfer substantially all of its properties or assets to another entity. Initially, the Notes will not be guaranteed by any of WES Operating’s subsidiaries. In the future, however, if any of WES Operating’s subsidiaries becomes a borrower or guarantor under, or grants any lien to secure any obligations pursuant to, WES Operating’s revolving credit facility, then that subsidiary will, jointly and severally, fully and unconditionally guarantee WES Operating’s payment obligations under the Notes so long as such subsidiary has any guarantee obligation under WES Operating’s revolving credit facility.

The Indenture also contains customary events of default, including, among other things, (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) failure by WES Operating for 60 days after notice to comply with any of the other agreements in the Indenture; and (iv) certain events of bankruptcy or insolvency with respect to WES Operating. If an event of default occurs and is continuing with respect to any series of the Notes, the Trustee or the holders of not less than 25% in principal amount of such series of outstanding Notes may declare the principal amount of such Notes and all accrued and unpaid interest to be due and payable. Upon such a declaration, such principal amount will become due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization with respect to WES Operating occurs and is continuing, the principal amount of such Notes outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders of such Notes.

Other material terms of the Notes, the Base Indenture and the Supplemental Indenture are described in the prospectus supplement relating to the Notes, dated June 22, 2026, as filed by WES Operating with the Securities and Exchange Commission on June 23, 2026. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Notes and the Indenture set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On June 22, 2026, WES Operating, together with its general partner, Western Midstream Operating GP, LLC (“WES Operating GP”), the sole member of WES Operating GP, WES, and the general partner of WES, Western Midstream Holdings, LLC, entered into an Underwriting Agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC, Barclays Capital Inc., Citigroup Global Markets Inc., and MUFG Securities Americas Inc., as representatives of the several underwriters, relating to the public offering (the “Offering”) of the Notes at a price to the public of 99.705% of the face amount of the Notes.

On June 25, 2026, WES Operating completed the Offering. WES Operating will use the net proceeds from the Offering to repay borrowings outstanding under its revolving credit facility and commercial paper program (including borrowings incurred to fund the cash consideration for the acquisition of Brazos Delaware II, LLC), and for general partnership purposes, including the funding of capital expenditures.

The Offering was made pursuant to WES Operating’s shelf registration statement on Form S-3 (File No. 333-296931-01), which became effective on June 22, 2026.

The Underwriting Agreement contains customary representations, warranties and agreements, conditions to closing, indemnification obligations, including for liabilities under the Securities Act of 1933, and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Relationships

From time to time, certain of the underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with WES Operating in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 
Underwriting Agreement, dated June 22, 2026, by and among Western Midstream Operating GP, LLC, Western Midstream Operating, LP, Western Midstream Partners, LP, Western Midstream Holdings, LLC and TD Securities (USA) LLC, Barclays Capital Inc., Citigroup Global Markets Inc., and MUFG Securities Americas Inc.
4.1 
Sixteenth Supplemental Indenture, dated as of June 25, 2026, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee.
4.2 
Form of 5.700% Senior Notes due 2036 (included as Exhibit A to Exhibit 4.1 filed herewith).
5.1 
Opinion of Troutman Pepper Locke LLP
23.1 
Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within 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 PARTNERS, LP
By:Western Midstream Holdings, LLC,
its general partner
Dated:June 25, 2026By:/s/ Kristen S. Shults
Kristen S. Shults
Senior Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What debt did Western Midstream (WES) issue in this 8-K filing?

Western Midstream Operating, LP issued $700,000,000 in 5.700% Senior Notes due 2036. These senior unsecured notes were sold in a public offering and rank equally with the partnership’s other senior indebtedness under an existing Indenture structure.

What are the key terms of Western Midstream’s 5.700% Senior Notes due 2036?

The notes bear interest at 5.700%, accruing from June 25, 2026, with payments due each January 1 and July 1. They mature on July 1, 2036 and can be redeemed early by Western Midstream Operating at the redemption prices set out in the Indenture.

How will Western Midstream (WES) use the proceeds from the $700 million notes offering?

Western Midstream Operating will use net proceeds to repay borrowings under its revolving credit facility and commercial paper program. These borrowings include amounts used to fund the cash consideration for acquiring Brazos Delaware II, LLC, and to support general partnership purposes and capital expenditures.

What covenants apply to Western Midstream’s new Senior Notes?

The Indenture limits Western Midstream Operating’s ability to create liens on principal properties, enter into sale and leaseback transactions, merge or consolidate, or transfer substantially all assets. These covenants are designed to protect noteholders by constraining certain leverage and structural changes.

Are Western Midstream’s 5.700% Senior Notes guaranteed by subsidiaries?

Initially, the notes are not guaranteed by any subsidiaries of Western Midstream Operating. However, any subsidiary that becomes a borrower or guarantor, or grants a lien, under the revolving credit facility will be required to guarantee the notes for as long as that revolving facility guarantee remains.

What events of default apply to Western Midstream’s new notes?

Events of default include a 30-day payment default on interest, failure to pay principal or premium when due, a 60-day failure to comply with other Indenture agreements after notice, and specified bankruptcy or insolvency events for Western Midstream Operating, which can accelerate repayment.

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