Western Midstream (NYSE: WES) closes $1.6B Brazos Delaware acquisition
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
- Closed $1.6 billion Brazos Delaware acquisition, with Western Midstream stating it achieved objectives of accretion to per-unit metrics while protecting its balance sheet and investment grade credit ratings.
- Expanded Delaware Basin gathering and processing footprint, which the partnership highlights as consistent with its strategy of deploying capital that supports or grows cash distributions and diversifies its customer and ownership base.
Negative
- None.
Insights
Western Midstream executes a $1.6B strategic, unit-and-cash-funded Delaware Basin acquisition it characterizes as accretive and balance-sheet conscious.
Western Midstream Partners completed the Brazos Delaware II acquisition for approximately $1.6 billion, split between about $800 million in cash and 19,389,239 common units valued at roughly $800 million. This mix limits immediate cash outlay while using equity as part of the consideration.
The company states the acquisition expands its gathering and processing footprint in the Delaware Basin and aligns with its focus on capital that sustains or grows its distribution. Management also indicates the deal met objectives of accretion to per-unit metrics, protecting the balance sheet and investment grade ratings, and diversifying its customer base and ownership base.
Seller registration rights for the new units, including block-trade and piggyback rights, and a six-month lock-up balance future liquidity for the seller with short-term stability in the trading float. Subsequent disclosures may provide more detail on post-close integration progress and financial contribution from the Brazos assets.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
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 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total acquisition price: $1.6 billion
Cash portion of consideration: $800 million
Equity portion of consideration: 19,389,239 common units
+3 more
6 metrics
Total acquisition price
$1.6 billion
Aggregate purchase price for Brazos Delaware II, LLC
Cash portion of consideration
$800 million
Cash paid as part of Brazos acquisition
Equity portion of consideration
19,389,239 common units
Units issued to seller, valued at approximately $800 million
Registration statement deadline
60 days
Time after closing to file resale registration for issued units
Unit lock-up period
6 months
Seller and designees agree not to transfer units after closing
Approximate units disclosed in release
19.4 million units
Rounded figure for units issued, based on VWAP at signing
Key Terms
Material Definitive Agreement, Membership Interest Purchase Agreement, Registration Rights and Lock-Up Agreement, piggyback registration rights, +2 more
6 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Membership Interest Purchase Agreement financial
"contemplated by that certain Membership Interest Purchase Agreement, dated May 6, 2026"
A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.
Registration Rights and Lock-Up Agreement regulatory
"entered into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”)"
piggyback registration rights regulatory
"and (ii) “piggyback” registration rights to participate in underwritten offerings"
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.
fee-based contracts financial
"A substantial majority of WES’s cash flows are protected from direct exposure to commodity-price volatility through fee-based contracts."
forward-looking statements regulatory
"This news release contains forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 11, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchange on which registered | ||||||||||||
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 11, 2026 (the “Closing Date”), Western Midstream Partners, LP (the “Partnership”) consummated the previously announced acquisition (the “Acquisition”) contemplated by that certain Membership Interest Purchase Agreement, dated May 6, 2026 (the “Purchase Agreement”), by and among the Partnership, B-2 Holdings LLC, a wholly owned subsidiary of the Partnership (“Purchaser”), and Brazos Permian II, LLC (“Seller”). The Partnership previously reported its entry into the Purchase Agreement under Item 5 of its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 6, 2026. Pursuant to the Purchase Agreement, Purchaser acquired from Seller all of the issued and outstanding equity interests of Brazos Delaware II, LLC (“Brazos Delaware”) for an aggregate purchase price of approximately $1.6 billion, subject to customary purchase price adjustments, consisting of (i) approximately $800 million in cash and (ii) 19,389,239 common units representing limited partner interests in the Partnership (“Common Units”), which represented approximately $800 million of Partnership common units based upon the 20-day volume weighted-average common unit price of the Partnership at the time the acquisition agreement was signed.
On June 11, 2026, in connection with the closing of the Acquisition, the Partnership and the Seller entered into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”), pursuant to which the Partnership agreed to file, within 60 days of the Closing Date, a registration statement registering for resale the Common Units received by Seller and its affiliate designees on the Closing Date pursuant to the Purchase Agreement. The Registration Rights and Lock-Up Agreement provides Seller with customary registration rights, including (i) the right to request that the Partnership facilitate certain non-underwritten block trades of the Common Units and (ii) “piggyback” registration rights to participate in underwritten offerings of the Partnership’s common units, subject to customary cutback provisions. Seller and its affiliate designees have also agreed, subject to customary exceptions, not to transfer any of the Common Units for a period of six months following the Closing Date.
The foregoing summaries of the Purchase Agreement and the Registration Rights and Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights and Lock-Up Agreement, copies of which are filed as Exhibits 2.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information regarding the Common Units issued to Seller and its affiliate designees in connection with the consummation of the Acquisition set forth in Item 1.01 is incorporated by reference in this Item 3.02. The issuance of the Common Units was completed in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On June 11, 2026, the Partnership issued a press release announcing the consummation of the Acquisition. A copy of the Partnership’s press release is attached hereto and furnished as Exhibit 99.1 and is incorporated by reference in this Item 7.01.
The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act, or the Exchange Act, regardless of the general incorporation language of such filing, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 2.1* | Membership Interest Purchase Agreement, dated May 6, 2026, by and among Western Midstream Partners, LP, B-2 Holdings LLC and Brazos Permian II, LLC. | |||||||
| 4.1 | Registration Rights and Lock-Up Agreement, dated June 11, 2026, by and among Western Midstream Partners, LP, Brazos Permian II, LLC and each of the other holders from time to time party thereto. | |||||||
| 99.1 | Press Release dated June 11, 2026. | |||||||
| 104 | Cover Page Interactive Data File. | |||||||
* The schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
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 12, 2026 | By: | /s/ Kristen S. Shults | |||||||||||
| Kristen S. Shults Senior Vice President and Chief Financial Officer | ||||||||||||||
EXHIBIT 99.1
Western Midstream Announces Closing of Brazos Delaware Acquisition
HOUSTON—(PR NEWSWIRE)—June 11, 2026 – Western Midstream Partners, LP (“WES” or the “Partnership”) (NYSE: WES) today announced it closed the previously announced acquisition of Brazos Delaware II, LLC (“Brazos”) for approximately $1.6 billion. Transaction consideration comprised approximately $800 million in cash and approximately $800 million in WES common units. WES issued approximately 19.4 million units based on the volume weighted average WES common unit price at the time the acquisition agreement was signed. The Brazos acquisition expands WES’s gathering and processing footprint in the Delaware Basin and aligns with WES’s philosophy of only deploying capital that sustains or grows its distribution. The transaction also met the objectives of accretion to per-unit metrics, protecting the Partnership’s balance sheet and investment grade credit ratings, and diversifying its customer base and ownership.
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, transporting, recycling, treating, 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
This news release contains forward-looking statements. WES’s management believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove correct. A number of factors could cause actual results to differ materially from the projections, anticipated results, or other expectations expressed in this news release. These factors include our ability to realize the expected benefits from the Brazos acquisition; meet financial guidance or distribution expectations; our ability to safely and efficiently operate WES’s assets and integrate the Brazos assets into our portfolio; the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services; our ability to meet projected in-service dates for capital-growth projects; construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures; and the other factors described in the “Risk Factors” section of WES’s most-recent Form 10-K filed with the Securities and Exchange Commission and other public filings and press releases. WES undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable law.
# # #
Source: Western Midstream Partners, LP
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
2
FAQ
What did Western Midstream Partners (WES) acquire in the Brazos Delaware deal?
Western Midstream Partners acquired Brazos Delaware II, LLC for approximately $1.6 billion. The transaction adds gathering and processing assets in the Delaware Basin, expanding WES’s midstream footprint and supporting its stated strategy of investing in assets that sustain or grow its cash distribution.
How was Western Midstream’s $1.6 billion Brazos acquisition structured financially?
The Brazos acquisition totaled about $1.6 billion, split between roughly $800 million in cash and 19,389,239 Western Midstream common units, valued at about $800 million. This structure combines cash and equity consideration, limiting upfront cash usage while issuing new units to the seller.
How many Western Midstream (WES) units were issued for the Brazos acquisition?
Western Midstream issued 19,389,239 common units to the seller and affiliates as part of the Brazos acquisition. The press release notes this equated to approximately 19.4 million units, valued at around $800 million based on the volume-weighted average unit price at signing.
What strategic benefits does Western Midstream see from the Brazos Delaware acquisition?
Western Midstream states the Brazos acquisition expands its Delaware Basin gathering and processing footprint and aligns with its philosophy of deploying capital that sustains or grows its distribution. The partnership also cites accretion to per-unit metrics, balance sheet and investment grade protection, and greater customer and ownership diversification.
What lock-up and registration rights were granted on the new Western Midstream units?
The seller and its designees agreed not to transfer the received Western Midstream common units for six months after closing, subject to customary exceptions. Western Midstream also agreed to file a resale registration statement within 60 days, granting the seller customary registration, block-trade, and piggyback rights.