SecProbe.io

October 12, 2012

Via Secure E-mail
David R. Sinclair
President and Chief Executive Officer
Western Gas Equity Partners, LP
1201 Lake Robbins Drive
The Woodlands, Texas 77380 -1046

Re: Western Gas Equity Partners, LP
Confidential Draft Registration Statement on Form S-1
Originally Submitted September 14, 2012
  CIK No. 0001558315

Dear Mr. Sinclair :

We have reviewed your confidential draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confi dential draft registration statement or filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After revi ewing the information you provide in response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comments.

General
1. Please file all required exhibits, such as the legal and  tax opinions and your partnership
agreement, in a timely manner so that we may have time to review them before you
request that your registration statement become effective.
2. Please provide us with any artwork that has not been submitted  and will be used i n the
prospectus, including  the inside cover graphics.
3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securitie s Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 2

 distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Secti on 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Prospectus Cover Page

4. Please disclose  the following risk s on the cover page or advise:

 A reduction in WES’s distri bution will disproportionately affect the annual cash
distributions to which you are currently entitled;

 Your unitholders have limited voting rights, including that y our unitholders do not
elect your general partner or vote on your general partner’s direc tors and, upon
completion of this offering, Anadarko will own a sufficient number of your common
units to allow it to prevent the removal of your general partner;  and

 A brief description of the various conflicts of interest involved, including that WES
GP owes fiduciary duties to WES’s unitholders that may conflict with your interests,
and the modification of the state law fiduciary standard that may impact an investor’s
interest .

Prospectus Summary, page 1

5. Please revise your summary to briefly describe the most significant risks that WGP and
WES face.

Western Gas Equity Partners, LP, page 1

6. We note your disclosure in the first sentence under this heading and elsewhere in your
filing that you were formed in September 2012.  Please revise your disclosure s to clarify,
if true, that you were WGR Holdings, LLC and that you converted to a limited
partnership legal form in September 2012 as we believe this provides additional
important information to your investors.  Additionally, please revise your disclosure s
throughout your filing concerning your ownership of WES’s equity units to clarify, if
true, that through your predecessor WGR Holdings, LLC, at June 30, 2012 you owned a
100% membership interest in WES GP, including all outstanding WES general partner
units and all WES incentive distribution rights, and 40,422,004 WES common units,
representing a 41.4% limited partner interest in WES.

7. In your discussion of the hypothetical cash distribution, please disclose that the cash
distributions will generally not be cumulative .

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 3

 Western Gas Partners, LP, page 5
8. We note your disclosure in the first paragraph that two -thirds of WES’s services are
provided under long -term contracts with fee -based rates.  Please revise to provide
investors with more insight into WES’s long-term contract profile, including any
upcoming expirations, the status of any pending renewal s and the weighted average
remaining term under these contracts .
9. In the third paragraph on page 6, please clarify whether the throughput percentages
attributab le to production owned or controlled by Anadarko are inclusive or exclusive of
equity investment throughput.  In this regard, we note your disclosure in the penultimate
paragraph on page 73. Please make similar revisions on pages 30, 107 and 165.
10. If you ch oose to highlight WES’s growth strategy and competitive strengths in the
summary, please balance that disclosure with a discussion of the principal challenges  or
risks  associated with achieving that growth and the competitive weaknesses facing WES.
For ex ample, we note your disclosure in the penultimate bullet on page 8 that WES’s
growth strategy includes pursuing accretive acquisitions. We also note the disclosure in
your first risk factor on page 19 that because WES GP currently participates in incentive
distribution rights at all levels, it is more difficult for an acquisition to show accretion for
the WES common unitholders than if the incentive distribution rights received less
incremental cash flow and, as a result, WES GP may determine to propose a r eduction in
the incentive distribution rights to facilitate an acquisition which would reduce the cash
distributions to your unitholders.  As another example, we note your disclosure in the
penultimate paragraph on page 6 regarding Anadarko’s dedication of  certain production
to WES as well as your disclosure in the last risk factor on page 30 that Anadarko is
under no contractual obligation to maintain its production volumes dedicated to WES  and
your disclosure in the third paragraph on page 82 that the low  natural gas environment
has resulted in fewer new well connections and, in some cases, temporary curtailments of
production in some areas.  Please make similar revisions in your business section.

WES’s Primary Growth Drivers, page 7

11. We note your tabular  presentation of “Next Twelve Months EBITDA Multiple” for each
of WES’s acquisitions since 2008.  We have the following comments:

 Please explain to us in detail why you are presenting this measure and how you
believe it is meaningful to an investment deci sion.  In this regard, if you are trying to
depict expected future growth resulting from historical acquisitions, we assume that
you have already conveyed that information within the explanation of the
assumptions behind your estimate of cash available for  distributions for the year
ended December 31, 2013.  Alternatively, if you are implying that the expected return
on future acquisitions will be consistent with the return on historical acquisitions, it is
unclear to us that you have a reasonable basis for  making that assertion.  Please also

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 4

 explain to us why the EBITDA multiple would provide better information about
expected future growth than the dollar amount of EBITDA expected to be contributed
to your results.

 You indicate that the numerator in this m ultiple is the “transaction purchase price.”
Please clarify how this differs from the “Acquisition Price” as presented in this table
and discussed in footnote (1).  Additionally, please clarify whether this is the
purchase price paid to a third party to a cquire these assets or whether it is the carrying
value of the assets on Anadarko’s books at the time that Anadarko transferred these
assets to WES.  We note that the carrying value of the assets on Anadarko’s books at
the time these assets were transferre d to WES could differ from the purchase  price
paid to a third party due to items such as depreciation, amortization, and fluctuations
in working capital that occurred subsequent to the original acquisition.  This is
particularly unclear given your statemen t in footnote (1) that the “Acquisition Price”
includes the value of units issued to Anadarko rather than the value of units issued to
a third party.

 You indicate that the denominator in this multiple is a forecast of EBITDA “for the
ensuing 12 months (at  the time of acquisition).”  The meaning of “at the time of
acquisition” is unclear since most of these projects were acquired more than 12
months prior to your latest historical balance sheet date; therefore, EBITDA for the
12 months following the date of  acquisition should be known rather than a forecast.
Please revise to clarify this matter.

 If you present forecasted financial information, you should also present historical
information for a recent 12 month period and a narrative explanation of any
assumptions you made about changes that would cause future results to differ from
historical results.  Additionally, you must have a reasonable basis for your forecast.
If you present a separate forecast of EBITDA for each project listed in this table, you
should present historical EBITDA and a discussion of assumptions separately for
each project listed.  If you retain these forecasted financial numbers, please revise to
comply with Item 10(b) of Regulation S -K and Rule 11 -03 of Regulation S -X.
12. Please revis e your disclosure on page 7 to include the Red Desert expansion project
described at the top of page 109 or advise.

Risk Factors, page 18

Our rate of growth may be reduced to the extent we purchase additional WES common units,
which will  reduce the perc entage of our cash flow that we receive from the incentive distribution
rights , page 20
13. Please revise the penultimate sentence to also disclose the percentage of cash flows you
will receive from WES that is attributable to your ownership of the incentive distribution

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 5

 rights upon completion of the offering assuming the underwriters exercise the ir over-
allotment option in full .

Our Cash Distribution Policy and Restricti ons on Distributions, page 52

Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy, page
52

14. Please discuss your general partner’s ability to approve a waiver or reduction to WES’s
incentive distribution rights without the consent of your unitholders.  Disclose how this
would decrease the amount of cash available to pay distributions to your unitholders.

Estimated Minimum Necessary WES Adjusted EBITDA, page 61

15. Please explain to us in more detail how you determined the Estimated Minimum
Necessary Adjusted EBITDA attributable to Western Gas Partners, LP of $312.1 million.
In this regard, we note that your current calculation results in an excess of estimated
available cash of WES of $6 million, so it appears you are pres enting Adjusted EBITDA
of WES beyond the minimum amount necessary to achieve your desired distribution.

16. Please explain to us in more detail how you determined the assumptions on page 62
related to your operations for the year ended December 31, 2013.  Spe cifically, please
address whether the estimated throughput is based on your expected throughput for the
year or the minimum throughput you think is necessary to achieve the minimum Adjusted
EBITDA.  Please also explain to us in more detail why you have ass umed that
transportation volumes for the White Cliffs pipeline will increase.  Please also explain in
more detail your assumption that equity -based compensation will decrease, since it is
unclear to us that the Incentive Plan that will be terminated would not be replaced with
some other form of compensation for the employees seconded to WES.

17. Please revise your assumptions on page 62 to state, if true, that you have assumed that
WES GP will not propose a waiver or reduction in WES’s incentive distribution r ights.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
70

Overview of WES, page 73
18. We note your disclosure in the first paragraph on page 74 that WES has received
significant dedication from Anadarko for certai n production Anadarko owns or controls.
Please revise your disclosure here and elsewhere in your prospectus regarding this
dedication to clarify how Anadarko has dedicated such natural gas production to WES,
such as through contract or otherwise .

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 6

 Non-GAA P Financial Measures, page 75

19. We note that your definition of Adjusted EBITDA adjusts for other nonrecurring
adjustments that are not settled in cash.  Please tell us what items are included in other
nonrecurring adjustments.

20. We note that you reconcile A djusted EBITDA to both net income and net cash provided
by operating activities.  Please tell us how you have complied with Question 102.06 of
our Compliance and Disclosure Interpretations concerning Non -GAAP Financial
Measures, available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

21. We note your discussion of Distributable cash flow.  You indicate that you use
Distributable cash flow to com pute the coverage ratio of estimated cash flows to planned
cash distributions.  Since you use this metric to measure your ability to make cash
payments to your investors, please explain to us how this is not a measure of liquidity and
why this metric shoul d not also be reconciled to net cash provided by operating activities.

Results of Operations, page 83

22. In your analysis of results of operations, you often attribute period -to-period changes to a
combination of several different factors, such as in your discussion of results for your
natural gas gathering, processing and transportation revenues, your operation and
maintenance expense and your general and administrative, depreciation and other
expenses.  When you list multiple factors that contributed to c hanges, please quantify, if
possible, the impact of each factor that you discuss to provide better insight into the
underlying reasons behind the changes in your results.  Refer to Item 303(a)(3) of
Regulation S -K and our Release No. 33 -8350.

Liquidity an d Capital Resources, page 94

Consolidated Historical Cash Flow, page 96

23. Please revise to better explain the underlying reasons behind the changes in your cash
flows and the variability in your cash flows, particularly for your operating cash flows.
Please ensure that you do not merely recite the information seen on the face of your cash
flow statement.

Management, page 134

Executive Compensation Discussion and Analysis, page 138

24. Other than future awards under the Western Gas Equity Partners, LP Long -Term
Incentive Plan, please disclose whether the officers of your general partner will receive

David R. Sinclair
Western Gas Equity Partners, LP
October 12, 2012
Page 7

 any compensation for serving as officers of your general partner that is in addition to the
compensation they receive for serving as officers of WES GP that is reimbursable to
Anadarko under the WES omnibus agreement.  If not, please revise the first paragraph to
so state.

25. Please revise the header in the table on page 139 to refer to WES GP as opposed to your
general partner, if true. Please also revise the ref erences to “our named executive
officers” in each element of compensation to refer to WES’s named executive officers, if
true, as you do in the second paragraph on page 141.  Please review this section for
compliance with