Western Midstream offers to buy up to $500 million from seven series

Chicago, Aug. 12 – Western Midstream Operating, LP is offering to buy up to $500 million of notes from seven series, according to an announcement.

The company is offering to purchase notes from the following series, listed in order of acceptance priority:

• $500 million outstanding 3.95% senior notes due 2025 (Cusip: 958254AE4) for a total consideration of $1,045;

• $1 billion outstanding 3.1% senior notes due 2025 (Cusip: 958667AB3) for a total consideration of $1,050;

• $580,917,000 outstanding of 4% senior notes due 2022 (Cusip: 958254AB0) for a total consideration of $1,012.50;

• $239,978,000 outstanding floating-rate senior notes due 2023 (Cusip: 958667AD9) for a total consideration of $1,000 per note;

• $500 million outstanding 4.65% senior notes due 2026 (Cusip: 958254AF1) for a total consideration of $1,065;

• $400 million outstanding 4.5% senior notes due 2028 (Cusip: 958254AH7) for a total consideration of $1,062.50; and

• $400 million outstanding 4.75% senior notes due 2028 (Cusip: 958254AK0) for a total consideration of $1,072.50.

The total considerations are based on $1,000-par notes.

To receive the total considerations noteholders must tender their notes by the early deadline. Noteholders who tender after the early deadline will not receive the $30 per note early consideration which is included in the total considerations listed above.

There is a subcap on the two series of notes due 2025, with a maximum amount of $400 million to be accepted from both series together.

Tenders may be subject to proration.

The company intends to fund the tender offers with cash on hand and borrowings under its revolver.

The early deadline is 5 p.m. ET on Aug. 25, also the withdrawal deadline.

Early settlement is planned for Aug. 27.

The offers will expire at midnight ET on Sept. 9.

Final settlement will occur promptly after the tender offers expire.

There are no guaranteed delivery procedures for the offer.

The dealer managers for the offer are MUFG Securities Americas Inc. (212 405-7481, 877 744-4532), TD Securities (USA) LLC (212 827-7795, 866 584-2096, LM@tdsecurities.com) and Wells Fargo Securities, LLC (866 309-6316, collect: 704 410-0326, fax: 704 410-0326).

D.F. King & Co., Inc is the information and tender agent for the offer (866 796-6867, 212 269-5550, wes@dfking.com).

The Woodlands, Tex.-based company owns, develops and operates midstream energy assets.

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