Subsection (d) of Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(d) The information set forth in Item 4(j) is incorporated by reference into this Item 4(d).
Item 4 of the Schedule 13D is hereby amended by adding the following after the final paragraph of subsection (j):
On August 8,2019, Occidental Petroleum Corporation, a Delaware corporation (“Occidental”), completed its previously announced acquisition of Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), the indirect general partner and majority unitholder of the Issuer, through the merger of Baseball Merger Sub 1, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Occidental (“Merger Subsidiary”), with and into Anadarko (the “Merger”), with Anadarko surviving and continuing as the surviving corporation in the Merger. As a result of the Merger, Anadarko became an indirect, wholly owned subsidiary of Occidental.
At the effective time of the Merger, in accordance with the Agreement and Plan of Merger, dated May 9,2019 (the “Merger Agreement”), by and among Anadarko, Occidental and Merger Subsidiary, each outstanding share of common stock of Anadarko (except as otherwise specified in the Merger Agreement) was converted into the right to receive $59.00 in cash and 0.2934 of a share of common stock of Occidental, plus cash in lieu of any fractional Occidental shares that otherwise would have been issued (the “Merger Consideration”). Occidental financed the cash portion of the Merger Consideration with the proceeds of the following debt and equity financings: (1) a $10.0 billion equity investment by Berkshire Hathaway Inc., (2) an $8.8 billion senior unsecured term loan credit facility, with Citibank, N.A., as administrative agent, and certain financial institutions, as lenders, and (3) the issuance of senior unsecured notes in an aggregate principal amount of $13.0 billion.
As a result of the Merger, Occidental (1) indirectly, wholly owns and controls Western Midstream Holdings, LLC (the “General Partner”), the Issuer’s general partner, and (2) indirectly holds approximately 55.5% of the Issuer’s limited partner units.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit V hereto, and is incorporated by reference herein.
As a result of the Merger, Occidental, as the ultimate beneficial owner of the Reporting Persons’ interests in the Issuer, will file a Schedule 13D in respect of its ownership interest in the Issuer on behalf of itself and its applicable subsidiaries. The Reporting Persons will cease to file amendments to the Schedule 13D as of the date hereof.
On August 8,2019, in connection with the consummation of the Merger, Milton Carroll, Benjamin M. Fink, Robin H. Fielder, Robert G. Gwin, Daniel E. Brown, Mitchell W. Ingram and Amanda M. McMillian resigned from the board of directors (the “Board”) of the General Partner effective immediately following the consummation of the Merger.
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On August 8,2019, in connection with the consummation of the Merger, Occidental appointed Mses. Marcia E. Backus and Jennifer M. Kirk and Messrs. Oscar K. Brown, Peter J. Bennett, Michael P. Ure and Glenn M. Vangolen to the Board. Additionally, Mr. Vangolen was appointed as Chairman of the Board.
On August 8,2019, in connection with the consummation of the Merger, the Board appointed Michael P. Ure as President and Chief Executive Officer, and Craig W. Collins as Senior Vice President and Chief Operating Officer, to succeed Robin H. Fielder and Gennifer F. Kelly, respectively.