RE: Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018Contribution Agreement and Agreement and Plan of Merger • December 17th, 2018 • Western Gas Equity Partners, LP • Natural gas transmission
We have acted as counsel for Western Gas Equity Partners, LP (“WGP”), a Delaware limited partnership, in connection with (i) the proposed merger (the “Merger”) of Clarity Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and a direct wholly owned subsidiary of WGP, with and into the Western Gas Partners, LP (“WES”), with WES surviving the Merger, as contemplated by the Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, WGP, Western Gas Equity Holdings, LLC, WES, Western Gas Holdings, LLC, Merger Sub, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation, and Delaware Basin Midstream, LLC (the “Merger Agreement”); and (ii) the preparation of a registration statement on Form S-4 (File No. 333- ) (as amended through the effective date thereof, the “Registration Statement”) filed wit
CONTRIBUTION AGREEMENT and AGREEMENT AND PLAN OF MERGER by and among ANADARKO PETROLEUM CORPORATION ANADARKO E&P ONSHORE LLC APC MIDSTREAM HOLDINGS, LLC WESTERN GAS EQUITY PARTNERS, LP WESTERN GAS EQUITY HOLDINGS, LLC WESTERN GAS PARTNERS, LP WESTERN...Contribution Agreement and Agreement and Plan of Merger • November 9th, 2018 • Western Gas Partners LP • Natural gas transmission • Delaware
This CONTRIBUTION AGREEMENT AND AGREEMENT AND PLAN OF MERGER, dated as of November 7, 2018 (this ”Agreement”), is by and among Anadarko E&P Onshore LLC, a Delaware limited liability company (“AE&P”), Western Gas Equity Partners, LP, a Delaware limited partnership (“WGP”), Western Gas Equity Holdings, LLC, a Delaware limited liability company (“WGP GP”), Western Gas Partners, LP, a Delaware limited partnership (“WES” or “Buyer”), Western Gas Holdings, LLC, a Delaware limited liability company (“WES GP”), Clarity Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), WGR Asset Holding Company LLC, a Delaware limited liability company (“WGRAH”), WGR Operating, LP, a Delaware limited partnership (“WGRO”), Kerr-McGee Gathering LLC, a Colorado limited liability company (“KMGG”), APC Midstream Holdings, LLC, a Delaware limited liability company (“AMH” or “Seller”), and Delaware Basin Midstream, LLC, a Delaware limited liability company (“DBM”). AE&P and WGRAH are referred to he
