Western Gas Partners, LP’s Simplification Transaction

Baker Botts Represents Lazard Freres & Co. LLC as Financial Advisor to Special Committee of the Board of Directors of the General Partner of Western Gas Partners, LP in a Simplification Transaction

Western Gas Partners, LP (NYSE: WES) (“WES”) and Western Gas Equity Partners, LP (NYSE: WGP) (“WGP”) today announced they have entered into a merger agreement (the “Agreement”) whereby WGP will acquire all the publicly held common units of WES and substantially all of the units owned directly by Anadarko Petroleum Corporation (NYSE: APC) (“APC”) in a unit-for-unit, tax-free exchange (the “Simplification Transaction”). As part of the Agreement, the WES Incentive Distribution Rights and general partner units will be eliminated. In conjunction with the Simplification Transaction, WES has agreed to acquire substantially all of APC’s remaining midstream assets for a price of $4.015 billion. The transactions were negotiated and unanimously approved by the Special Committees of the Boards of Directors of the general partners of WGP and WES and were also unanimously approved by the Boards of Directors of the general partners of WGP and WES and the APC Board of Directors.

Lazard Freres & Co. LLC acted as financial advisor to the WES Special Committee. Baker Botts represented Lazard Freres & Co. LLC.

The Simplification Transaction will not be taxable to either WES or WGP unitholders and is expected to close in the first quarter of 2019, subject to the approval of holders of a majority of the WES common units, regulatory approvals, and other customary closing conditions.

Baker Botts advised Lazard with a team including Joshua Davidson (Picture) and Bill Pritchett (Associate, Houston).

Involved fees earner: Joshua Davidson – Baker Botts; Bill Pritchett – Baker Botts;

Law Firms: Baker Botts;

Clients: Lazard;