Anadarko Announces $4 Billion Midstream Asset Sale

As Western Gas Announces Simplification Transaction

HOUSTON, Nov. 8, 2018 /PRNewswire/ — Anadarko Petroleum Corporation (NYSE: APC) today announced a transaction to sell substantially all of its remaining midstream assets for $4.015 billion to Western Gas Partners, LP (NYSE: WES), with $2.0075 billion cash proceeds, and the balance to be paid in new Western Gas equity. Concurrently WES announced it has entered into a merger agreement with Western Gas Equity Partners, LP (NYSE: WGP), which will result in a simplified midstream structure. The sale is expected to close in the first quarter of 2019, concurrently with the closing of the merger. The closing of the asset sale and merger is subject to the parties obtaining regulatory approvals and other customary closing conditions. The closing of the merger is subject to obtaining WES unitholder approval.

BENEFITS FOR ANADARKO

  • Generates more than $4 billion in net proceeds to Anadarko, including more than $2 billion of cash plus new Western Gas equity units
  • Results in expected 2019 cash distributions paid to Anadarko totaling more than $600 million, which is an increase of almost 50 percent versus prior expectations
  • Maintains operating control of one of the largest midstream master limited partnerships (MLP), with approximately 55.5 percent pro-forma ownership of the combined entity
  • Reduces future midstream capital funding requirements associated with the divested assets

“The size of this asset sale, along with the clear benefits of the simplification transaction, highlights the tremendous value of Anadarko’s midstream business,” said Al Walker, Anadarko Chairman, President and CEO. “This will enhance the read-through value of Anadarko’s midstream ownership through increased liquidity and a less complex structure. Further, it supports our durable strategy of returning value to Anadarko’s shareholders, as we expect to continue prioritizing the use of cash and free cash flow to repurchase shares, reduce debt, and increase the dividend over time.”

TRANSACTION HIGHLIGHTS

Under the terms of the asset sale transaction, WES will acquire substantially all of Anadarko’s remaining midstream assets, which are largely associated with Anadarko’s two premier U.S. onshore oil plays in theDelaware and DJ basins. The acquired assets include DBM Oil Services (100-percent interest), APC Water Holdings (100-percent interest), the Bone Spring Gas Plant (50-percent non-operated interest), and the MiVida Gas Plant (50-percent non-operated interest) in the Delaware Basin of West Texas. In the DJ Basin of northeast Colorado, WES will acquire Anadarko’s 100-percent interest in both the DJ Basin Oil System and the Wattenberg Plant. Additional Anadarko midstream assets to be acquired by WES include equity stakes in the Saddlehorn Pipeline (20-percent non-operated interest), the Panola Pipeline (15-percent non-operated interest), and the Wamsutter Pipeline (100-percent interest).

Under the terms of their merger transaction, WGP will acquire all of the outstanding publicly held common units of WES and substantially all of the WES common units owned by Anadarko in a unit-for-unit, tax-free exchange. WES will survive as a partnership with no publicly traded equity, owned 98 percent by WGP and 2 percent by Anadarko. WES will remain the borrower for all existing debt and future issuances and the owner of all operating assets and equity investments.

Barclays Capital Inc. acted as financial and structuring advisor to Anadarko, WES and WGP. Goldman Sachs & Co. LLC acted as financial advisor to the Anadarko board of directors. Vinson & Elkins L.L.P. served as transaction counsel to Anadarko, WES and WGP.

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Anadarko Petroleum Corporation’s mission is to deliver a competitive and sustainable rate of return to shareholders by exploring for, acquiring and developing oil and natural gas resources vital to the world’s health and welfare. As of year-end 2017, the company had 1.44 billion barrels-equivalent of proved reserves, making it one of the world’s largest independent exploration and production companies. For more information about Anadarko and APC Flash Feed updates, please visit www.anadarko.com.

Important Information for Investors and Unitholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed simplification transactions, WES will file with the Commission a registration statement on Form S-4, which will include a prospectus of WGP and a proxy statement of WES.  WES and WGP also plan to file other documents with the Commission regarding the proposed simplification transactions. After the registration statement has been declared effective by the Commission, a definitive joint proxy statement/prospectus will be mailed to the unitholders of WES. INVESTORS AND UNITHOLDERS OF WES ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED MERGER THAT WILL BE FILED WITH THE COMMISSION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and unitholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents containing important information about WES and WGP once such documents are filed with the Commission, through the website maintained by the Commission at http://www.sec.gov. Copies of the documents filed with the Commission by WES and WGP will be available free of charge on their internet website at www.westerngas.com or by contacting their Investor Relations Department at 832-636-6000.

Participants in the Solicitation

Anadarko, WES, Western Gas Holdings, LLC (“WES GP”), WGP, Western Gas Equity Holdings, LLC (“WGP GP”) and each of the respective directors and certain of the executive officers of Anadarko, WES GP and WGP GP may be deemed to be participants in the solicitation of proxies from the unitholders of WES in connection with the proposed simplification transactions. Information about the directors and executive officers of Anadarko is set forth in Anadarko’s Definitive Proxy Statement on Schedule 14A which was filed with the Commission on March 23, 2018 and APC’s Annual Report on Form 10-K which was filed with the Commission on February 15, 2018, respectively. Information about the directors and executive officers of WES is set forth in WES’s Annual Report on Form 10-K which was filed with the Commission on February 16, 2018. Information about the directors and executive officers of WGP is set forth in WGP’s Annual Report on Form 10-K which was filed with the Commission on February 16, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the Commission when they become available. Free copies of these documents can be obtained using the contact information above.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements. For example, statements regarding future financial performance, future competitive positioning and business synergies, future acquisition cost savings, future market demand, future benefits to shareholders and unitholders, future economic and industry conditions, the proposed merger (including its benefits, results, effects and timing) and whether and when the simplification transactions will be consummated, are forward-looking statements within the meaning of federal securities laws. Anadarko, WES, WES GP, WGP and WGP GP believe that their 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 communication. Such factors include, but are not limited to: the failure of the unitholders of WES to approve the proposed merger; the risk that the conditions to the closing of the proposed simplification transactions are not satisfied; the risk that regulatory approvals required for the proposed simplification transactions are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed simplification transactions; uncertainties as to the timing of the proposed simplification transactions; competitive responses to the proposed simplification transactions; the inability to obtain or delay in obtaining cost savings and synergies from the proposed simplification transactions; unexpected costs, charges or expenses resulting from the proposed simplification transactions; the outcome of pending or potential litigation; the inability to retain key personnel; uncertainty of the expected financial performance of WGP following completion of the proposed simplification transactions; and any changes in general economic and/or industry specific conditions.

Anadarko, WES and WGP caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Anadarko’s, WES’s and WGP’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Commission filings, which are available at the Commission’s website, http://www.sec.gov.  All subsequent written and oral forward-looking statements concerning Anadarko, WES, WGP, the proposed simplification transactions or other matters attributable to Anadarko, WES and WGP or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.  Each forward looking statement speaks only as of the date of the particular statement. Except as required by law, Anadarko, WES, WES  GP, WGP and WGP GP undertake no obligation to publicly update or revise any forward-looking statements.

Anadarko Contacts

MEDIA:
John Christiansen, john.christiansen@anadarko.com, 832.636.8736
Stephanie Moreland, stephanie.moreland@anadarko.com, 832.636.2912

INVESTORS:
Robin Fielder, robin.fielder@anadarko.com, 832.636.1462
Andy Taylor, andy.taylor@anadarko.com, 832.636.3089

 

SOURCE Anadarko Petroleum Corporation

http://investors.anadarko.com/

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Hello, future! Here we come. CH2M is now Jacobs. Today is the day when everything about our industry changes. Today, our two great companies join together to deliver more: The promise of a more connected, sustainable world. As our two great companies unite, you may see legacy branding, language or processes and you may be hired into either CH2M or
Graduate Geotech Engineer / Geologist – Reading – (BIA0002FN) Description Jacobs employ some of the UK’s most experienced and skilled technical services professionals and has grown to over 7,000 people in locations across the UK. At Jacobs we provide the resources to turn great ideas into reality, and we’re looking for the most talented and passionate individuals out there to be our
Consultant- Refinery & Petrochemicals – (ECR0000QU) Description Recognized as a leader in the EPC industry and ranked as the #2 engineering design firm by revenue in Engineering News-Record magazine, we primarily serve the oil & gas, refining & petrochemical and chemicals industries providing engineering and construction of some of the world’s largest refinery and petrochemical complexes. Our services include execution of major
Job Function: Sourcing Experience Level: Experienced Posted Date: 11/12/2018 10:57:51 AM Job #: 3206981 Location(s): Mexico; Guadalupe, NL Role Summary: The (Inquiry to Order) ITO Sourcing Leader drives costing activities to enable ITO and Sales personnel in ITO management. Acting as the key interface between the Sourcing & ITO Functional Teams, the ITO Sourcing Leader conducts Sourcing risk reviews for
Date: 12-Nov-2018 Location: Aberdeen, GB Company: Lloyds Register Job ID:26988 Location:Aberdeen : Kingswells Causeway (LR_L000092) Position Category:Energy Department:GB993038 : SW Customer Support (GB993038) Position Type:Employee Regular Education Required:See Job Description Experience Required:See Job Description Relocation Provided:No LR Software Division has a small but broad range of products. Predominantly these are supplied to the Energy sector with most work being Geoscience
Date: Nov 12, 2018 Location: Cotulla, TX, US, 78014-2005 Our core values — integrity and trust, respect, transparency and open communication, commercial focus and change leadership — are the lens through which we evaluate every business decision. As a dynamic, growing company that offers extremely competitive compensation and benefits, our employees are our most valued assets and the foundation of
GE Oil & Gas Experienced Posted 11/9/2018 4:53:00 AM 3132423 Job Function: Services Business Segment: Oil & Gas Turbomachinery Process Solutions Location(s): Italy; Florence Role Summary:GE Field Engineers are a vital link providing power to the world. They lead the installation,maintenance and start-up of a broad range of equipment. This work – cutting edge state-of-the-arttechnologies and services – provides for
GE Oil & Gas Experienced Posted 11/9/2018 4:53:05 AM 3196741 Job Function: Engineering/Technology Business Segment: Oil & Gas Oilfield Equipment Location(s): Poland; Warsaw Role Summary:You will be responsible for analysis and supporting mechanical engineers to develop design solutions for discipline and cross-disciplinary engineering problems. The structural engineer will utilize geometric models and commercial software packages for analysis, design optimization and
GE Oil & Gas Experienced Posted 11/9/2018 5:54:43 AM 3175665 Job Function: Digital Technology Business Segment: Oil & Gas Digital Location(s): India; Mumbai Role Summary:Responsible for programing a feature and or a small feature set. Contributes to the team and works with direction from Senior Team Members or management, beginning to work independently. Essential Responsibilities:• Working experience with : Languages:
GE Oil & Gas Experienced Posted 11/9/2018 7:53:58 AM 3180766 Job Function: Services Business Segment: Oil & Gas Measurement & Controls Location(s): France; Nantes Role Summary:The Machinery Diagnostic Engineer performs diagnostic analysis on machinery behavior based on vibration and other mechanical measurements and expertise, at customer’s sites or remotely from office. The engineer provides also mechanical expertise to configure Bently
GE Oil & Gas Experienced Posted 11/9/2018 8:54:17 AM 3206706 Job Function: Quality Business Segment: Oil & Gas Oilfield Equipment Location(s): United Kingdom; Montrose Role Summary:The Lead Project Quality Engineer reports to the Well Systems Quality Leader and is responsible for ensuring effective application of the BHGE Quality Management System (QMS) in the project environment to ensure that customer requirements
GE Oil & Gas Experienced Posted 11/9/2018 11:57:06 AM 3191048 Job Function: Engineering/Technology Business Segment: Oil & Gas Turbomachinery Process Solutions Location(s): Italy; Florence Role Summary:The Lead Engineer demonstrates leadership in communicating business goals, programs, and processes for an area or business segment. In this role you will utilize your experience or expertise to solve problems, develop and execute objectives
Location:Port Klang, Malaysia Apply by:November 29, 2018 Position type:Contract (Office) Job category:Technical/Engineering Job ID #:30219 Corporate Overview Aker Solutions helps the world meet its energy needs. We engineer the products, systems and services required to unlock energy. Our goal is to maximize recovery and efficiency of oil and gas assets, while using our expertise to develop the sustainable solutions of
Location:Stavanger, Norway Apply by:November 30, 2018 Position type:Contract (Office) Job category:Technical/Engineering Job ID #:30249 Corporate Overview Aker Solutions helps the world meet its energy needs. We engineer the products, systems and services required to unlock energy. Our goal is to maximize recovery and efficiency of oil and gas assets, while using our expertise to develop the sustainable solutions of the
Nov 9, 2018 Location: Houston, Texas, US ABOUT HESS CORPORATION Hess is a leading international independent energy company engaged in the exploration and production of crude oil and natural gas. We have an industry leading position in two key U.S. shale plays – the Bakken in North Dakota and the Utica in Ohio. Hess is also one of the largest
Job ID: 3596 Region: Europe Location: Closing date: Friday November 30, 2018 Employment status: Experienced Professional Employment type: Permanent Job Description PROJECT MANAGER  Work location: Nootdorp, the Netherlands or the UK Reporting to: Project Delivery Manager Fugro are the world’s leading, independent provider of geo-intelligence and asset integrity solutions. Fugro is currently seeking additional Project Management expertise in the field
Job ID: 3557 Region: Europe Location: Nootdorp, NL Closing date: Friday November 30, 2018 Employment status: Experienced Professional Employment type: Permanent  Job Description Fugro is a market leading independent provider of geo-intelligence and asset integrity solutions for large constructions, infrastructure and natural resources across the globe. Due to the increased workload we are looking for a Principal Geophysicist to strengthen
Date: Nov 9, 2018 Location: Oklahoma City, OK, US, 73118 Our core values — integrity and trust, respect, transparency and open communication, commercial focus and change leadership — are the lens through which we evaluate every business decision. As a dynamic, growing company that offers extremely competitive compensation and benefits, our employees are our most valued assets and the foundation
GE Oil & Gas Experienced Posted 11/8/2018 3:53:23 AM 3172868 Job Function: Engineering/Technology Business Segment: Oil & Gas Measurement & Controls Location(s): United Kingdom; Cramlington Role Summary:The Process and Pipeline Services, In-line Inspection group is looking for a Senior Mechanical Engineer to join our team. This will be a unique opportunity to join a cross discipline team working with state
GE Oil & Gas Experienced Posted 11/8/2018 4:53:05 AM 3137652 Job Function: Services Business Segment: Oil & Gas Measurement & Controls Location(s): United Kingdom; Scotland Role Summary:The Field Service Engineer will work closely with the GE Measurement & Sensing Field Service Manager to deliver MS field installations and applications across the GE Measurement & Sensing product lines for Flow, Gas
GE Oil & Gas Experienced Posted 11/8/2018 5:53:19 AM 3205924 Job Function: Field Operations Business Segment: Oil & Gas Oilfield Equipment Location(s): Norway; Stavanger Role Summary:Lead and assist in installation, overhaul and maintenance of Wellheads, X-trees and other BHGE (Vetco Gray) related equipment within the employee’s discipline. Essential Responsibilities:Inventory control of necessary BHGE (Vetco Gray) related equipment offshore.Control, function test,
GE Oil & Gas Experienced Posted 11/8/2018 7:56:34 AM 3205970 Job Function: Manufacturing Business Segment: Oil & Gas Oilfield Equipment Location(s): United Kingdom; Montrose Role Summary:The Manufacturing Engineer is experienced in manufacturing technology for subsea products, is capable of delivering high impact projects, deals effectively with technical information & influences the new product introduction (NPI) process. Essential Responsibilities:• Create &
GE Oil & Gas Experienced Posted 11/8/2018 2:58:12 PM 3137114 Job Function: Services Business Segment: Oil & Gas Measurement & Controls Location(s): United States; Alabama, Alaska, American Samoa, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Guam, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire,
GE Oil & Gas Entry-Level Posted 11/8/2018 3:56:36 PM 3204119 Job Function: Engineering/Technology Business Segment: Oil & Gas Oilfield Equipment Location(s): United States; Texas; Houston Role Summary:The Engineer – Repair Development will provide technical support to North America Repair & Remanufacturing (R&R) teams and the Field Service team for inspection and recertification activities. In this role, you will utilize your
GE Oil & Gas Experienced Posted 11/8/2018 10:55:36 AM 3204739 Job Function: Digital Technology Business Segment: Oil & Gas Digital Location(s): United States; Louisiana; New Orleans Role Summary:STAFF Build & Release Engineer will be responsible for providing build and release strategy for highly complex as well as parallel and concurrent releases for a Software Product. Manages Continuous Code Integration within
GE Oil & Gas Experienced Posted 11/8/2018 4:58:01 PM 3205017 Job Function: Digital Technology Business Segment: Oil & Gas Digital Location(s): United States; Nevada; Minden Role Summary:The Sr. Software Engineer will work as a valued team member of an Agile software development team and will work developing high quality software products that meet customer needs in a competitive and exciting
Location: Oklahoma City, OK, US Job ID: 17567 Qualified applicants are considered without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, status as a protected veteran or other characteristics protected by law. For more information on Equal Employment Opportunity, please follow these links: EEO is the Law EEO is the Law Supplement Pay Transparency
Job Function: Manufacturing Experience Level: Experienced Posted Date: 11/8/2018 7:56:36 AM Job #: 3205970 Location(s): United Kingdom; Montrose Role Summary: The Manufacturing Engineer is experienced in manufacturing technology for subsea products, is capable of delivering high impact projects, deals effectively with technical information & influences the new product introduction (NPI) process. Essential Responsibilities: • Create & simulate NC programs using
Job Function: Field Operations Experience Level: Experienced Posted Date: 11/8/2018 5:53:21 AM Job #: 3205924 Location(s): Norway; Stavanger Role Summary: Lead and assist in installation, overhaul and maintenance of Wellheads, X-trees and other BHGE (Vetco Gray) related equipment within the employee’s discipline. Essential Responsibilities: Inventory control of necessary BHGE (Vetco Gray) related equipment offshore. Control, function test, repair work and
Location:Rio das Ostras, Brazil Apply by:December 15, 2018 Position type:Employee (Office / Offshore Core) Job category:Functional Job ID #:29109 Corporate Overview Aker Solutions helps the world meet its energy needs. We engineer the products, systems and services required to unlock energy. Our goal is to maximize recovery and efficiency of oil and gas assets, while using our expertise to develop
Location: Abu Dhabi, UAE Apply by: December 14, 2018 Position type: Employee (Office / Offshore Core) Job category: Business and Project Leadership Job ID #: 29992 Corporate Overview Aker Solutions helps the world meet its energy needs. We engineer the products, systems and services required to unlock energy. Our goal is to maximize recovery and efficiency of oil and gas assets, while using our expertise
Hello, future! Here we come. CH2M is now Jacobs. Today is the day when everything about our industry changes. Today, our two great companies join together to deliver more: The promise of a more connected, sustainable world. As our two great companies unite, you may see legacy branding, language or processes and you may be hired into either CH2M or
Hello, future! Here we come. CH2M is now Jacobs. Today is the day when everything about our industry changes. Today, our two great companies join together to deliver more: The promise of a more connected, sustainable world. As our two great companies unite, you may see legacy branding, language or processes and you may be hired into either CH2M or
Date: 07 November 2018 Location: Westhill, Aberdeen Job Purpose The Logistics Coordinator role is the main focal point for all Tendeka logistical order processing and HMRC reporting. Key Activities Process all Logistics activities as directed by management, but coordinated by the team, ensuring work is carried out in a timely and cost efficient manner. Import/Export coordination, processing and tracking for
GIS Developer Integrated Informatics in St. John’s, NL Job type: Full-time Location: St. John’s, NL Posted: November 7, 2018 Who We Are: Integrated Informatics (www.integrated-informatics.com) is a software development shop servicing the Energy and Natural Resource sectors, specializing in Geographic Information System implementation and development. Founded in 2002, Integrated Informatics provides decision support, workflow process automation, spatial data management, application
Date: Nov 7, 2018 Location: Houston, Texas, US ABOUT HESS CORPORATION Hess is a leading international independent energy company engaged in the exploration and production of crude oil and natural gas. We have an industry leading position in the Bakken in North Dakota – a key U.S. shale play. Hess is also one of the largest producers in the deepwater
Job Function: Project Management Experience Level: Experienced Posted Date: 11/7/2018 9:58:27 AM Job #: 3205350 Location(s): United Kingdom; Bristol Role Summary: Leading the strategic Advanced Release Project across SPS to support rapid execution of short cycle projects and support rapid launch activities of new Projects. Responsible for project operations and programs support including standardization, quality management, document management, methods creation

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