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SEC Comment Letter for Western Midstream Partners, LP (WES) (CIK 0001423902) (WES) — Dec 12, 2012

Western Midstream Partners, LP (WES) (CIK 0001423902)
Date: Dec. 12, 2012 · CIK: 0001423902 · Accession: 0000000000-12-067066

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
October 3, 2012
Author
/s/ Dietrich King for
Form
UPLOAD
Company
Western Midstream Partners, LP (WES) (CIK 0001423902)

Letter

October 3, 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 Draft Registration Statement on Form S-1 Originally Submitted September 14, 2012 CIK No. 0001558315

Dear Mr. Sinclair :

We are sending you this letter because you have a draft registration statement under review by the staff of the Division of Corporation Finance.

Beginning in April, we adopted temporary policies allowing the submission of draft registration statement s using either the SEC’s mail room or , in May, a secure email system . On October 1, 2012 you will be able to submit draft registration statements using EDGAR . You will not be required to use EDGAR until the Commission adopts the changes to the EDGAR Filer Manual for Release 12.2. We will announce on the Commission’s website when you will be required to start using EDGAR for your submissions.

This letter is to provide guidance to you on how to start using the EDGAR system to submit your draft registration statements. You already have a Central Index Key, or CIK number, assigned to you. You will need your CIK number to make your initial filing on EDGAR and you must take a number of steps to prepare for that filing. Following the procedures set forth in Se ction 3.3.1.1 of the EDGAR Filer Manual – Volume I at http://www.sec.gov/info/edgar/edgarfm -vol1-v13.pdf , you must:

 Submit a request to us to convert yo ur EDGAR status to an electronic filer if we generated the CIK number for you .

 Request access codes and passwords to file your registration statement on the EDGAR system. If you already had a CIK number when you submitted your confidential draft, we used that number and you should confirm that you have your previously obtained access codes available for filing.

If you need new or replacement EDGAR access codes and passwords, we suggest that you complete the process to obtain them as soon as possible so that you can use EDGAR

David R. Sinclair Western Gas Equity Partners, LP October 3, 2012 Page 2

when you are ready to submit your next draft filing . Please call the Division’s Filer Support team at 202 -551-8900 (choose option number four) if you have questions about this process. If you do call, please make sure to tell us that we have a lready assigned a CIK number to your company and have that number readily available.

 Make any necessary changes to your contact information and business and mailing addresses in EDGAR prior to making your initial filing so we can contact you about your filing. You should make sure that you list your secure email address in your EDGAR information, since that is the address the staff will use to send you comment letters. See Volume 1, section 5 of the EDGAR Filer Manual on how to make Company data modifi cations .

Once you have your EDGAR access codes, login to the EDGAR Filer Website at https://www.edgarfiling.sec.gov . Select “Draft Reg. Statement” on the left hand side of the opening page and proceed to a ttach your draft submission as described in the EDGAR Filer Manual and the d etailed instructions that are posted on the SEC Website at http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf .

When you make your first EDGAR draft submission, you should submit it as a new draft registration statement, even if it is an amendment to a previously submitted version. In addition to the new draft, i n this first EDGAR submission, you should also:

 Attach each previously submitted draft registration statement , including exhibits, to your initial registration statement as a separate Exhibit 99 document and clearly identify each confidential submission attached as an Exhibit 99 document (e.g., EX-99.1 “Original Draft Registration Statement, dated xx/xx/2012” ). Do not attach submissions marked to show changes from earlier submissions.

 Submit each item of correspondence you sent to us in connection with your draft submissions, including your responses to our comments, as a separate “COVER” document within the sub mission.

If you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the correspondence you submit on EDGAR, please properly mark that information in each of your confidential submissions to us so we do not repeat or r efer to that information in our comment letters to you.

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

Please contact Scott Anderegg, Staff Attorney , at (202) 551 -3342, Catherine Brown, Staff Attorney, at (202) 551-3513 or me at (202) 551 -3720 with any questions.

Sincerely,
/s/ Dietrich King for

Show Raw Text
October 3, 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
Draft Registration Statement on Form S-1
Originally Submitted September 14, 2012
  CIK No. 0001558315

Dear Mr. Sinclair :

 We are sending you this letter because you have a draft registration statement under
review by the staff of the Division of Corporation Finance.

 Beginning in April, we adopted temporary policies allowing the submission of  draft
registration statement s using either the SEC’s mail room or , in May,  a secure email system .  On
October 1, 2012 you will be able to submit  draft registration statements  using EDGAR .  You will
not be required to use EDGAR until the Commission adopts the changes to the EDGAR Filer
Manual for Release 12.2.  We will announce on the Commission’s website when you will be
required to start using EDGAR for your submissions.

 This letter is to provide guidance to you on how to start using the EDGAR system to
submit your draft registration statements.  You already  have a Central Index Key, or CIK
number, assigned to you.   You will need your CIK number to make your initial filing on
EDGAR and you must take a number of steps to prepare for that filing.  Following the
procedures set forth in Se ction 3.3.1.1  of the EDGAR Filer Manual – Volume I at
http://www.sec.gov/info/edgar/edgarfm -vol1-v13.pdf , you must:

 Submit a request to us to convert yo ur EDGAR status  to an electronic filer  if we
generated the CIK  number  for you .

 Request access codes and passwords to file your  registration statement on the EDGAR
system.   If you already had a CIK number when you submitted your confidential draft,
we used that number and you should confirm that you have your previously obtained
access codes available for filing.

If you need new or replacement EDGAR access codes and passwords, we suggest that
you complete the process to obtain them as soon as possible so that you can  use EDGAR

David R. Sinclair
Western Gas Equity Partners, LP
October 3, 2012
Page 2

 when you are ready to submit your next draft filing .  Please call the Division’s Filer
Support team at 202 -551-8900 (choose option number four) if you have questions about
this process.   If you do call, please make sure to tell us that we have a lready assigned a
CIK number to your company and have that number readily available.

 Make  any necessary changes to your contact information and business and mailing
addresses in EDGAR prior to making your initial filing so we can contact you about your
filing.   You should make sure that you list your secure email address in your EDGAR
information, since that is the address the staff will use to send you comment letters.   See
Volume  1, section 5 of the EDGAR Filer Manual on how to make Company data
modifi cations .

 Once you have your EDGAR access codes, login to the EDGAR Filer Website at
https://www.edgarfiling.sec.gov .  Select “Draft Reg. Statement” on the left hand side of the
opening page and proceed to a ttach your draft submission  as described  in the EDGAR Filer
Manual  and the d etailed instructions that are posted on the SEC Website at
http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf .

 When you make your first EDGAR draft submission, you should submit it as a new draft
registration statement, even if it is an amendment to a previously submitted version.  In addition
to the new draft, i n this first EDGAR submission, you should  also:

 Attach each previously submitted draft registration statement , including exhibits, to your
initial registration statement as a separate Exhibit 99 document and clearly identify each
confidential submission attached as an Exhibit 99 document (e.g., EX-99.1 “Original
Draft Registration Statement, dated xx/xx/2012” ).  Do not attach submissions marked to
show changes from earlier submissions.

 Submit each item of correspondence you sent to us in connection with your draft
submissions, including your responses to our comments, as a separate “COVER”
document within the sub mission.

If you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of
information in the correspondence you submit on EDGAR, please properly mark that
information in each of your confidential submissions to us so we do not repeat or r efer to
that information in our comment letters to you.

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

 Please contact Scott Anderegg, Staff Attorney , at (202) 551 -3342, Catherine Brown, Staff
Attorney, at (202)  551-3513  or me at (202) 551 -3720 with any questions.

     Sincerely,

 /s/ Dietrich King for

 Mara L. Ransom
Assistant Director