8-K: Aris Water Solutions Acquired by Western Midstream

Aris Water Solutions, Inc. has completed its merger with Western Midstream Partners, LP, becoming a wholly-owned subsidiary.

Summary

• The merger of Aris Water Solutions, Inc. (the Company) and Aris Water Holdings, LLC (Company OpCo) with Western Midstream Partners, LP (WES) was completed on October 15, 2025.
• As a result of the mergers, the Company and Company OpCo became wholly-owned subsidiaries of WES.
• The Third Amended and Restated Credit Agreement was terminated, and all outstanding obligations for principal, interest, and fees were paid off in full.
• The Tax Receivable Agreement (TRA) was terminated, with aggregate payments of $80.0 million in cash made to TRA holders.
• Shareholders received merger consideration in the form of a Mixed Election (0.450 WES Common Units and $7.00 cash), Cash Election ($25.00 cash, subject to proration to ensure aggregate cash did not exceed $415.0 million), or Common Unit Election (0.625 WES Common Units).
• Company Class A Common Stock was delisted from the New York Stock Exchange (NYSE) and ceased trading prior to the opening of the market on October 15, 2025.
• The Surviving Corporation intends to file a Form 15 with the SEC to suspend reporting obligations and terminate the registration of shares.
• Stockholders approved the Merger Agreement Proposal at a special meeting on October 14, 2025, with 44,810,579 votes For, 88,098 Against, and 30,393 Abstain, representing approximately 75.9% of outstanding shares entitled to vote.

Sentiment

Score: 7

Explanation: The filing confirms the successful and timely completion of a major corporate transaction, resolving previous agreements and providing clear outcomes for shareholders. While it marks the end of Aris as an independent entity, the process appears to have concluded smoothly as planned, indicating effective execution of the merger agreement.

Positives

• The successful completion of the merger provides a clear strategic direction for Aris Water Solutions as part of a larger, integrated energy infrastructure company.
• Termination of the Credit Agreement and Tax Receivable Agreement resolves significant financial obligations and simplifies the capital structure.
• Shareholders received consideration in cash and/or WES units, offering liquidity or continued investment in the combined entity.

Negatives

• Aris Water Solutions, Inc. ceases to exist as an independent publicly traded entity, removing its stock from the NYSE.
• Existing shareholders no longer hold direct equity in Aris Water Solutions, Inc.
• A significant cash outflow of $80.0 million was made for the termination of the Tax Receivable Agreement.

Future Outlook

The filing primarily reports the completion of the merger and its immediate consequences. It indicates the Surviving Corporation intends to file a Form 15 to suspend reporting obligations. No explicit forward-looking guidance on operational or financial performance for the combined entity is provided.

Management Comments

• Cessations of service by directors and officers were not related to any disagreement with the Company on any matter related to its operations, policies, or practices.

Industry Context

The acquisition of Aris Water Solutions, a water management company, by Western Midstream Partners, a midstream energy company, reflects a trend towards vertical integration and consolidation within the energy sector. This move likely aims to enhance WES's operational efficiency, optimize water infrastructure, and potentially improve environmental performance by integrating water services directly into its midstream operations, a common strategy for cost control and resource management in the oil and gas industry.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received merger consideration (cash and/or WES units) in exchange for their Aris shares, losing direct equity in Aris but gaining liquidity or exposure to WES.
• Employees: Management and officers of Aris Water Solutions, Inc. ceased service, with new management appointed by the acquirer, indicating potential broader organizational changes.
• Creditors: The Credit Agreement was terminated, and all obligations were paid off, resolving previous debt and impacting creditor relationships.
• Regulatory Bodies: SEC reporting obligations for Aris Water Solutions, Inc. will be suspended, reducing its regulatory burden as an independent entity.

Next Steps

• The Surviving Corporation intends to file Form 15 with the SEC to suspend reporting obligations and terminate the registration of shares under the Exchange Act.
• Directors of the Surviving Corporation will be appointed by Arrakis Holdings.
• Officers of Cash Merger Sub immediately prior to the Cash Merger Effective Time became the initial officers of the Surviving Corporation.

Key Dates

Keywords

Merger, Acquisition, Aris Water Solutions, Western Midstream, WES, ARIS, 8-K, SEC, Delisting, NYSE, Tax Receivable Agreement, Credit Agreement, Oil & Gas, Water Management