As filed with the Securities and Exchange Commission on January 30, 2013

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Western Gas Equity Partners, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   46-0967367

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

(832) 636-6000

(Address of principal executive offices, including zip code)

 

 

Western Gas Equity Partners, LP 2012 Long Term Incentive Plan

(Full title of the plan)

Philip H. Peacock

Western Gas Equity Partners, LP

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

(832) 636-6000

(Name, address and telephone number of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x   (Do not check if smaller reporting company)    Smaller Reporting Company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

Title of securities

to be registered

 

Amount

to be

registered (1)

 

Proposed

maximum

offering price

per unit (2)

 

Proposed

maximum

aggregate

offering price (2)

 

Amount of

registration fee

Common Units, representing limited partner interests

  3,000,000 units   $30.94   $92,820,000   $12,661

 

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any of the Registrant’s additional common units (“Common Units”) that become issuable under the Western Gas Equity Partners, LP 2012 Long Term Incentive Plan, as amended from time to time (the “Plan”), pursuant to the anti-dilution provisions of the Plan.
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) and Rule 457(c) under the Securities Act. The price per unit and aggregate offering prices for the units registered hereby are calculated on the basis of $30.94, which is the average of the high and low sales prices of the Common Units on the New York Stock Exchange on January 23, 2013.

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Western Gas Equity Partners, LP (the “Registrant”) will send or give to all participants in the Western Gas Equity Partners, LP 2012 Long Term Incentive Plan (the “Plan”) the document(s) containing information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Form S-8 Registration Statement (the “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents, which have been previously filed with the Commission, are incorporated by reference in this Registration Statement and will be deemed to be a part hereof:

 

  (a) The Registrant’s prospectus filed pursuant to Rule 424(b) under the Securities Act filed with the Commission on December 10, 2012, relating to the Registrant’s Registration Statement on Form S-1, originally filed with the Commission on November 5, 2012 (as amended, and including all exhibits); and

 

  (b) The description of the Registrant’s Common Units contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on December 5, 2012, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant’s First Amended and Restated Agreement of Limited Partnership of Western Gas Equity Partners, LP (the “Partnership Agreement”) provides that the Registrant will, to the fullest extent permitted by law but subject to specified limitations, indemnify any of the Registrant’s or an affiliate of the Registrant’s directors and officers or any person who is or was serving at the Registrant’s general partner’s request as a director, officer, member, employee, partner, manager, fiduciary or trustee of any other person.

Any indemnification under the Partnership Agreement will only be out of the Registrant’s assets. The Registrant is authorized to purchase insurance against liabilities asserted against us and expenses incurred by persons for the Registrant’s activities, regardless of whether the Registrant would have the power to indemnify the person against liabilities under the Partnership Agreement.

Western Gas Equity Holdings, LLC (the Registrant’s “general partner”) has entered into indemnification agreements with each of its officers and directors and intends to enter into indemnification agreements with any new officers and directors (each, an “Indemnitee”) under the same terms and conditions as the indemnification agreements currently in place. Each indemnification agreement provides that the general partner will indemnify and hold harmless each Indemnitee against all expense, liability and loss (including attorney’s fees, judgments, fines or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by the Indemnitee in connection with serving in their capacity as officers and directors of the general partner (or of any subsidiary of the general partner) or in any capacity at the request of the general partner or its board of directors to the fullest extent permitted by applicable law, including Section 18-108 of the Delaware Limited Liability Company Act in effect on the date of the agreement or as such laws may be amended to provide more advantageous rights to the Indemnitee. The indemnification agreements also provide that the general partner must advance payment of certain expenses to the Indemnitee, including fees of counsel, in advance of final disposition of any proceeding subject to receipt of an undertaking from the Indemnitee to return such advance if it is ultimately determined that the Indemnitee is not entitled to indemnification.

Subject to any terms, conditions or restrictions set forth in the Partnership Agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever.

Under the terms of the Plan, members of the Plan administration committee and officers and employees of the Registrant, the general partner or any of their affiliates acting at the direction or on behalf of the Plan administration committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan and shall, to the fullest extent permitted by law, be indemnified and held harmless by the General Partner with respect to any such action or determination.

 

2

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 

Exhibit

Number

  

Description

4.1    Certificate of Limited Partnership of Western Gas Equity Partners, LP, dated September 12, 2012 and previously filed with the Commission as Exhibit 3.1 to the Registrant’s Form S-1 Registration Statement (File No. 333-184763) on November 5, 2012, and incorporated herein by reference.
4.2    First Amended and Restated Agreement of Limited Partnership of Western Gas Equity Partners, LP, previously filed with the Commission as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35753) on December 12, 2012, and incorporated herein by reference.
4.3    Western Gas Equity Partners, LP 2012 Long Term Incentive Plan, previously filed with the Commission as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-35753) on December 12, 2012, and incorporated herein by reference.
4.4*    Form of Phantom Unit Agreement under the Western Gas Equity Partners, LP 2012 Long Term Incentive Plan.
5.1*    Opinion of Vinson & Elkins LLP as to the legality of the securities being registered.
23.1*    Consent of KPMG LLP (independent registered public accounting firm).
23.2*    Consent of Vinson & Elkins LLP (included in the opinion filed as Exhibit 5.1 hereto).
24.1*    Powers of Attorney (included on the signature page of this Registration Statement).

 

* Filed herewith.

Item 9. Undertakings.

 

  (a) The undersigned Registrant hereby undertakes:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

  (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

3

  (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

4

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on January 30, 2013.

 

WESTERN GAS EQUITY PARTNERS, LP
By:  

WESTERN GAS EQUITY HOLDLINGS, LLC,

its General Partner

By:   /s/ Benjamin M. Fink
  Name: Benjamin M. Fink
  Title: Senior Vice President, Chief Financial Officer, and Treasurer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints Donald R. Sinclair, Benjamin M. Fink and Philip H. Peacock, and each of them, any of whom may act without the joiner of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead in any and all capacities to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including pre- and post-effective amendments) to this Registration Statement and any and all additional registration statements relating to the same offering of securities as the Registration Statement that are filed pursuant to Rule 462(b) under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Signature

  

Title

   Date

/s/ Donald R. Sinclair

Donald R. Sinclair

  

President, Chief Executive Officer

and Director

(Principal Executive Officer)

   January 30, 2013

/s/ Benjamin M. Fink

Benjamin M. Fink

  

Senior Vice President, Chief Financial

Officer and Treasurer

(Principal Financial Officer and

Principal Accounting Officer)

   January 30, 2013

/s/ Robert G. Gwin

Robert G. Gwin

   Chairman of the Board    January 30, 2013

/s/ R.A. Walker

R.A. Walker

   Director    January 30, 2013

/s/ Charles A. Meloy

Charles A. Meloy

   Director    January 30, 2013

/s/ Robert K. Reeves

Robert K. Reeves

   Director    January 30, 2013

/s/ David J. Tudor

David J. Tudor

   Director    January 30, 2013

 

5

EXHIBIT INDEX

 

Exhibit Number

  

Description

4.1    Certificate of Limited Partnership of Western Gas Equity Partners, LP, previously filed with the Commission as Exhibit 3.1 to the Registrant’s Form S-1 Registration Statement (File No. 333-184763) on November 5, 2012, and incorporated herein by reference.
4.2    First Amended and Restated Agreement of Limited Partnership of Western Gas Equity Partners, LP, previously filed with the Commission as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35753) on December 12, 2012, and incorporated herein by reference.
4.3    Western Gas Equity Partners, LP 2012 Long Term Incentive Plan, previously filed with the Commission as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-35753) on December 12, 2012, and incorporated herein by reference.
4.4*    Form of Phantom Unit Award under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan.
5.1*    Opinion of Vinson & Elkins LLP as to the legality of the securities being registered.
23.1*    Consent of KPMG LLP (independent registered public accounting firm).
23.2*    Consent of Vinson & Elkins LLP (included in the opinion filed as Exhibit 5.1 hereto).
24.1*    Powers of Attorney (included on the signature page of this Registration Statement).

 

* Filed herewith.

 

6

Exhibit 4.4

 

LOGO

[Date]

[Recipient Name/Address]

Dear [Recipient]:

It is my pleasure to confirm to you that on [                ], in recognition of your service to the Board of Directors of Western Gas Equity Holdings, LLC (the “General Partner”), you were granted [                ] phantom units of Western Gas Equity Partners, LP (the “Partnership”) pursuant to the provisions of the Partnership’s 2012 Long-Term Incentive Plan (the “Plan”). Capitalized terms not defined in this letter are defined in the Plan.

A phantom unit is a notional unit that entitles you to receive a common unit representing a limited partner interest in the Partnership (a “Common Unit”) upon the vesting of the phantom unit or, at the discretion of the Board of Directors of the General Partner, cash equal to the Fair Market Value of a Common Unit. Each phantom unit has the economic equivalent of one Common Unit. Your phantom units will vest 100% on [                ], the first anniversary of the date of this grant, and will have tandem distribution equivalent rights (which means that you will receive a credit for each phantom unit equal to the distribution, if any, that the Partnership makes on each Common Unit with such credit being payable to you in cash on a current basis as such distributions are paid to holders of Common Units). If your membership on the Board of Directors of the General Partner terminates for any reason prior to the vesting of your phantom units, your phantom units will be automatically forfeited unless and to the extent that the Board of Directors of the General Partner provides otherwise. In addition, your phantom units will vest automatically upon a Change of Control of the General Partner or of Anadarko Petroleum Corporation.

In addition to the terms set forth above, your phantom units are also subject to the terms of the Plan, a copy of which is attached for your convenience. Please note that this letter serves as your notice of award and is for your personal files. You are not required to sign and return any documents .

If you have any questions or concerns, please contact Philip H. Peacock, Vice President, General Counsel and Corporate Secretary, at 832-636-2439 or philip.peacock@westerngas.com.

 

Sincerely,

[Name]

 

[Title]

 
Western Gas Holdings, LLC
(as general partner of Western Gas Partners, LP)

Western Gas Equity Holdings, LLC | 1201 Lake Robbins Drive | The Woodlands, Texas 77380 | Phone: (832) 636-6000

 

LOGO

EXHIBIT 5.1

January 30, 2013

Western Gas Equity Partners, LP

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

Ladies and Gentlemen:

We have acted as counsel for Western Gas Equity Partners, LP, a Delaware limited partnership (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 3,000,000 units of the Company’s common units, which represent limited partnership interests (the “Units”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2013, which Units may be issued from time to time in accordance with the terms of the Western Gas Equity Partners, LP 2012 Long Term Incentive Plan (the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the general partner of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, and (vi) that all information contained in all documents reviewed by us is true, correct and complete. In addition, we have assumed that Units will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Units have been duly authorized and, when the Units are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which any Unit relates, will be validly issued, fully paid (to the extent required by the Company’s partnership agreement) and non-assessable, except as such nonassessability may be limited by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act or within the Company’s partnership agreement.

This opinion is limited in all respects to the Delaware Revised Uniform Limited Partnership Act, including the statutory provisions contained therein and the reported judicial decisions interpreting those laws. We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

 

Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London

Moscow New York Palo Alto Riyadh Shanghai Tokyo Washington

 

    Trammell Crow Center, 2001 Ross Avenue, Suite 3700

    Dallas, TX 75201-2975

     Tel +1.214.220.7700 Fax +1.214.220.7716 www.velaw.com

LOGO    Western Gas Equity Partners, LP    January 30, 2013      Page 2

The opinions expressed herein are rendered to you in connection with the Registration Statement. The opinions expressed herein may not be relied upon by you for any other purpose, or be furnished to, quoted to or relied upon by any other person, firm or corporation or for any other purpose.

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

        Very truly yours,

        /s/ Vinson & Elkins L.L.P.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Western Gas Equity Holdings, LLC (as general partner of Western Gas Equity Partners, LP):

We consent to the use of our report dated September 14, 2012, with respect to the consolidated balance sheets of Western Gas Equity Partners, LP and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, equity and partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2011, incorporated herein by reference.

/s/ KPMG LLP

Houston, Texas

January 30, 2013