Western Gas Partners Acquires Midstream Assets from Anadarko

Western Gas Partners has acquired an additional 24-percent membership interest in Chipeta Processing from Anadarko Petroleum Corporation for a total consideration of $135 million. Chipeta owns the Chipeta natural gas processing plant complex.


Western Gas Partners, LP WES +0.93% today announced that it has acquired an additional 24-percent membership interest in Chipeta Processing LLC (“Chipeta”) from Anadarko Petroleum Corporation APC -1.17% for total consideration of $135 million. Chipeta owns the Chipeta natural gas processing plant complex, which includes three processing trains: a 240 MMcf/d capacity refrigeration unit completed in November of 2007, a 250 MMcf/d capacity cryogenic unit commissioned in April 2009, and a 300 MMcf/d capacity cryogenic unit (“Train III”), scheduled to come on line in the third quarter of 2012. As a result of the acquisition, the Partnership owns a 75-percent membership interest in Chipeta, while a third party retains a 25-percent membership interest.

“With Train III very close to completion, the additional interest in Chipeta is a natural complement to our existing asset base,” said Western Gas Partners’ Chief Operating Officer Danny Rea. “Not only does the acquisition add to our fee-based portfolio, but drilling activity in the basin has led to consistent throughput growth despite lower commodity prices and we expect that Train III will be full after commissioning.”

The Partnership financed the acquisition with $128.3 million of cash on hand, and the issuance of 151,235 common units to Anadarko and 3,086 general partner units to Western Gas Holdings, LLC, the Partnership’s general partner, at an implied price of approximately $43.74 per unit. The transaction will be immediately accretive to the Partnership, with the acquisition price representing an approximate 7.9 times multiple of the assets’ forecasted 2013 earnings before interest, taxes, depreciation and amortization.

The acquisition closed on August 1, 2012, with the Partnership receiving distributions from Chipeta’s operations (related to the additional interest) beginning July 1, 2012. The terms of the transaction were unanimously approved by the board of directors of the Partnership’s general partner and by the board’s special committee, which is comprised entirely of independent directors. The special committee engaged Evercore Partners to act as its financial advisor and Bracewell & Giuliani LLP to act as its legal advisor.

The Partnership also announced today second-quarter 2012 financial and operating results. Net income available to limited partners for the second quarter of 2012 totaled $30.2 million, or $0.33 per common unit (diluted). The Partnership’s second-quarter Adjusted EBITDA (1) was $75.0 million and Distributable cash flow (1) was $59.9 million, resulting in a Coverage ratio (1) of 1.14 times for the period.

Total throughput attributable to the Partnership for the second quarter of 2012 averaged 2,381 MMcf/d, 1 percent below the prior quarter and 6 percent above the second quarter of 2011. These results include the net throughput attributable to the Mountain Gas Resources and Bison assets acquired from Anadarko Petroleum Corporation for all periods of comparison and throughput attributable to the Platte Valley system beginning March 2011. Capital expenditures attributable to the Partnership, excluding acquisitions, totaled approximately $75.4 million during the second quarter of 2012. Of this amount, maintenance capital expenditures were approximately $9.7 million, or 13 percent of Adjusted EBITDA.

“Our second quarter results serve to confirm the resiliency of our business model,” said Western Gas Partners’ President and Chief Executive Officer, Don Sinclair. “While our higher-margin assets were impacted by permitting delays and third-party NGL takeaway issues, we successfully issued 5 million common units prior to closing the Chipeta acquisition, ended the quarter with over $1 billion in liquidity, secured our second investment-grade credit rating, and maintained our industry-leading distribution growth, all while maintaining a healthy Coverage ratio. Furthermore, while we have updated our full-year guidance to reflect year-to-date performance and our most recent acquisition, we believe that excluding such acquisition, our full-year Adjusted EBITDA will be around the low end of the range we announced at the beginning of the year and our distribution growth outlook is unchanged.”

The Partnership previously declared a quarterly distribution of $0.48 per unit for the second quarter of 2012, payable on August 13, 2012, to unitholders of record at the close of business on July 31, 2012, representing a 4-percent increase over the prior quarter and a 19-percent increase over the second-quarter 2011 distribution of $0.405 per unit. The second-quarter 2012 Coverage ratio of 1.14 times is based on the quarterly distribution of $0.48 per unit.

(1) Please see the tables at the end of this release for a reconciliation of non-GAAP to GAAP measures and calculation of the Coverage ratio.


Management will host a conference call on Thursday, August 2, 2012, at 11 a.m. Central Daylight Time (12 p.m. Eastern Daylight Time) to discuss the second-quarter 2012 results and the Chipeta acquisition. To participate via telephone, please dial 877.621.4819 and enter participant code 98305839. Please call in 10 minutes prior to the scheduled start time. To access the live audio webcast of the conference call and slide presentation, please visit www.westerngas.com . A replay of the call will also be available on the Web site for approximately two weeks following the conference call.

Western Gas Partners, LP is a growth-oriented Delaware master limited partnership formed by Anadarko Petroleum Corporation to own, operate, acquire and develop midstream energy assets. With midstream assets in East, West and South Texas, the Rocky Mountains and the Mid-Continent, the Partnership is engaged in the business of gathering, processing, compressing, treating and transporting natural gas, condensate, natural gas liquids and crude oil for Anadarko and other producers and customers. For more information about Western Gas Partners, please visit www.westerngas.com .

This news release contains forward-looking statements. Western Gas Partners believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove to have been 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 the ability to meet financial guidance or distribution growth expectations; the ability to safely and efficiently operate our assets; the ability to obtain new sources of natural gas supplies; the effect of fluctuations in commodity prices and the demand for natural gas and related products; the ability to meet projected in-service dates for capital growth projects; and construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures, as well as other factors described in the “Risk Factors” section of the Partnership’s most recent Form 10-K filed with the Securities and Exchange Commission and other public filings and press releases by Western Gas Partners. Western Gas Partners undertakes no obligation to publicly update or revise any forward-looking statements.

Reconciliation of GAAP to Non-GAAP Measures

Below are reconciliations of Distributable cash flow (non-GAAP) and Adjusted EBITDA (non-GAAP) to net income (GAAP) as required under Regulation G of the Securities Exchange Act of 1934. Management believes that the presentation of Distributable cash flow, Adjusted EBITDA and Coverage ratio are widely accepted financial indicators of a company’s financial performance compared to other publicly traded partnerships and are useful in assessing our ability to incur and service debt, fund capital expenditures and make distributions. Distributable cash flow, Adjusted EBITDA and Coverage ratio, as defined by the Partnership, may not be comparable to similarly titled measures used by other companies. Therefore, the Partnership’s consolidated Distributable cash flow, Adjusted EBITDA and Coverage ratio should be considered in conjunction with net income and other performance measures, such as operating income or cash flows from operating activities.

Distributable Cash Flow

The Partnership defines Distributable cash flow as Adjusted EBITDA, plus interest income, less net cash paid for interest expense (including amortization of deferred debt issuance costs originally paid in cash, offset by non-cash capitalized interest), maintenance capital expenditures and income taxes.