Occidental Petroleum (OXY) SC 13D/AWestern Midstream Partners, LP

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on August 19, 2019 (the “Original Schedule 13D,” and as amended hereby, the “Schedule 13D”) relating to the common units representing limited partner interests (the “Common Units”) in Western Midstream Partners, LP, a Delaware limited partnership (the “Issuer”) beneficially owned by Occidental Petroleum Corporation (“Occidental”), Oxy USA Inc. (“Oxy USA”), Occidental Permian Manager LLC (“OPM”), OXY Oil Partners, Inc. (“OOP”), Occidental Permian Ltd. (“OPL”), Baseball Merger Sub 2, Inc. (“BMS”), Anadarko Petroleum Corporation (“Anadarko”), Western Gas Resources, Inc. (“WGR”), APC Midstream Holdings, LLC (“APCMH”), WGR Asset Holding Company LLC (“WGRAH”), Kerr-McGee Worldwide Corporation (“KWC”) and Anadarko E&P Onshore LLC (“AEP” and together with Occidental, Oxy USA, OPM, OOP, OPL, BMS, Anadarko, WGR, APCMH, WGRAH and KWC, the “Reporting Persons”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.

The description of the Exchange included in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3.

On December 31, 2019, WGR, Western Midstream Holdings, LLC, a Delaware limited liability company and the Issuer’s general partner (the “General Partner”) and WES entered into a partnership interests exchange agreement (the “Exchange Agreement”), pursuant to which the Issuer canceled the non-economic general partner interest in the Issuer held by the General Partner and simultaneously issued a 2.0% economic general partner interest (the “Economic GP Interest”) in the Issuer to the General Partner, in exchange for which WGR transferred 9,060,641 Common Units, equal to 2.0% of all issued and outstanding Common Units, to the General Partner (such transferred units, the “Consideration Units”), and the General Partner then transferred the Consideration Units to the Issuer, which the Issuer then canceled immediately upon receipt (the “Exchange”).

As a result of the Exchange, Occidental indirectly holds approximately 54.5% of the issued and outstanding Common Units of the Issuer.

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit U hereto and is incorporated herein by reference.

In connection with the Exchange, on December 31, 2019, the General Partner executed the Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP (the “Second Amended and Restated Partnership Agreement”), to (i) incorporate all of the changes included in that certain Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP (formerly known as Western Gas Equity Partners, LP), dated as of November 9, 2017 (the “First Amended and Restated Partnership Agreement”) and that certain Amendment No. 2 to the First Amended and Restated Partnership Agreement, dated as of February 28, 2019, (ii) provide for the creation of the Economic GP Interest and (iii) provide for, among other things, additional rights of the limited partners of the Issuer (as such term is defined in the Second Amended and Restated Partnership Agreement) with respect to removal of its general partner.

The foregoing description is qualified in its entirety by reference to the full text of the Second Amended and Restated Partnership Agreement, which is filed as Exhibit V hereto and is incorporated herein by reference.

The descriptions of the Exchange Agreement and Second Amended and Restated Partnership Agreement in Item 4 above is hereby incorporated by reference into this Item 6. A copy of each such agreement is included as an exhibit to this filing.

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.