Offerings - Offering: 1 |
Aug. 27, 2025
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common units representing limited partner interests |
| Amount Registered | shares | 36,986,158 |
| Maximum Aggregate Offering Price | $ 1,401,627,425.00 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 214,589.16 |
| Rule 457(f) | true |
| Amount of Securities Received | shares | 59,177,852 |
| Value of Securities Received, Per Share | 23.68 |
| Value of Securities Received | $ 1,401,627,424.62 |
| Fee Note MAOP | $ 1,401,627,424.62 |
| Offering Note | (1) Represents the estimated maximum number of common units representing limited partner interests of Western Midstream Partners, LP (the "Registrant") issuable upon the completion of the mergers and other transactions contemplated by the Agreement and Plan of Merger, dated as of August 6, 2025, by and among the Registrant, Arrakis OpCo Merger Sub LLC, Arrakis Holdings Inc., Arrakis Unit Merger Sub LLC, Arrakis Cash Merger Sub LLC, Aris Water Solutions, Inc. ("Aris") and Aris Water Holdings, LLC (as may be amended, the "Merger Agreement") and is based upon the product of an exchange ratio in the Merger Agreement of 0.625 multiplied by the sum of (i) 32,710,743 shares of Class A common stock, par value $0.01 per share, of Aris ("Aris Class A Common Stock") estimated to be issued and outstanding immediately prior to the Cash Merger Effective Time (as defined in the Merger Agreement), and (ii) 26,467,109 Aris OpCo Stapled Units (as defined in the Merger Agreement) estimated to be issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement). (2) Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rules 457(c) and 457(f)(1) under the Securities Act. Such amount equals the product of (i) $23.685, the average of the high and the low prices per share of Aris Class A Common Stock, as reported on the New York Stock Exchange on August 26, 2025, which is within five business days prior to the filing of this Registration Statement on Form S-4, and (ii) 59,177,852, the sum of the estimated maximum number of shares of Aris Class A Common Stock and Aris OpCo Stapled Units that may be exchanged for the securities being registered. |