Preliminary Results of Merger Consideration Election
On October 8, 2025, Western Midstream Partners, LP (WES) and Aris Water Solutions, Inc. (Aris) made a joint announcement regarding the preliminary outcomes of the merger consideration elections made by Aris's securityholders. This crucial event is a part of WES's planned acquisition of Aris, further consolidating their positions within the energy sector.
Background on the Transaction
The merger agreement, established on August 6, 2025, laid down the framework for this significant business combination. Under the terms outlined in the definitive proxy statement, Aris securityholders were given varied options to choose from regarding the type of consideration they wish to receive in this merger. The choices included conversions to Western Midstream common units or a mix of cash and units. The decision-making process ended on October 7, 2025, at 5 PM New York time, and the results showcase significant stakeholder engagement in this transformative acquisition.
Election Results
The preliminary results highlight a substantial participation from Aris securityholders:
- - Common Unit Election Consideration: A total of 9,589,105 shares of Aris Class A Common Stock and 4,289,350 Aris OpCo Stapled Units opted for this form of consideration, which is aimed at maintaining connection to the newly formed entity's performance post-merger. Notably, this category also includes securityholders who did not submit an election correctly.
- - Mixed Election Consideration: Holders of 1,901,249 shares of Aris Class A Common Stock and 9,304,608 Aris OpCo Stapled Units chose this hybrid option that offers a combination of cash and common units.
- - Cash Election Consideration: Remarkably, 21,247,291 shares of Aris Class A Common Stock along with 12,873,151 Aris OpCo Stapled Units were elected for full cash consideration, emphasizing a strong preference among some shareholders for immediate cash liquidity.
As a result of these elections, approximately 26.6 million WES common units will be issued and $415 million will be disbursed in cash to the Aris securityholders. However, it is essential to note that the cash election amount will be prorated to avoid exceeding the total cash cap outlined in the merger agreement.
Implications for Aris Securityholders
The outcome of this election carries significant implications for securities holders. Those who opted for cash will receive a prorated amount of cash and WES common units, due to the high volume of demand for cash beyond what was initially projected. Furthermore, the results remain preliminary as they are subject to the closing of guaranteed delivery procedures. Final outcomes will be confirmed shortly before the completion of the merger.
What Lies Ahead
As this merger progresses, both companies are keen on moving seamlessly into the next phases, working toward operational synergies and enhanced market performance. The detailed characteristics of the merger and proration procedures are elaborated further in the Proxy Statement/Prospectus. Stakeholders are encouraged to remain informed, particularly as a special meeting on October 14, 2025, will solicit Aris securityholders' approval for the merger.
About Western Midstream Partners
Western Midstream Partners, LP operates as a master limited partnership, focusing on midstream energy assets. With operational activities spanning Texas, New Mexico, Colorado, Utah, and Wyoming, WES delivers comprehensive services related to the gathering, processing, and transportation of natural gas, oil, and water. Their strategic approach includes fee-based contracts, significantly minimizing exposure to commodity price volatility.
About Aris Water Solutions
Aris, committed to innovative environmental infrastructure, specializes in water management and sustainability solutions tailored for energy sector operations. Their offerings improve sustainability and operational efficiency, particularly in critical areas like the Permian Basin. The merger with WES is expected to enhance Aris's capabilities and market reach in the environmental services sector.
As developments in the merger continue, stakeholders will be watching closely to understand the ramifications for the combined entity and the broader energy market.