Western Midstream Partners, LP and Aris Water Solutions, Inc. announced that the parties have entered into a definitive agreement according to which WES will acquire all of the outstanding shares of Aris in an equity-and-cash transaction valued at approximately $1.5 billion.
Under the terms of the agreement, Aris shareholders will receive 0.625 common units of WES for each Aris share, with the option to elect to receive $25.00 per share in cash, subject to possible proration with a maximum total cash consideration for the transaction of $415 million. Based on WES's closing price on August 5, 2025, and assuming maximum cash consideration, the transaction represents a premium of 10-percent to Aris's 30-day VWAP and a premium of 23-percent to Aris's closing price on August 5, 2025. The total enterprise value of the transaction is approximately $2.0 billion before transaction costs.
The merger agreement, which was unanimously approved by the Boards of Directors of both companies, is subject to customary closing conditions, regulatory approvals, and Aris shareholder approval, and is expected to close in the fourth quarter of 2025.
Aris's full-cycle water infrastructure assets include approximately 790 miles of produced-water pipeline, 1,800 MBbls/d of produced-water handling capacity, 1,400 MBbls/d of water recycling capacity, and 625,000 dedicated acres from investment-grade counterparties. Aris's produced-water and water solutions volumes are supported by an average contract tenor of approximately ten and eight years, respectively. The Aris business complements WES's existing produced-water business that includes approximately 830 miles of pipeline, total disposal capacity of 2,035 MBbls/d, and the previously announced Pathfinder pipeline project. Additionally, WES's produced-water business is supported by long-term contracts with significant minimum-volume commitments. The integration of Aris's assets extends WES's existing footprint far to the north into Lea and Eddy Counties, New Mexico, providing access to incremental throughput opportunities across its natural-gas, crude-oil, and produced-water businesses. Aris's recent purchase of the McNeill Ranch could also provide significant long-term commercial opportunities and enhanced flow assurance as the produced-water disposal needs grow in the Delaware Basin.
"We are excited to announce the strategic combination with Aris, which aligns with our strategy of acquiring high-quality midstream assets that complement and expand our existing network," commented Oscar Brown, President and Chief Executive Officer of WES.
"Aris has a strong track record of growth and operational performance in the Delaware Basin. The combination of our assets creates a leading produced-water gathering, disposal, and recycling business that can meet the flow assurance needs of customers as they execute on their decades' worth of drilling inventory. The addition of the Aris assets better positions WES to provide enhanced flow assurance to our producing customers in West Texas while expanding WES's commercial relationships with some of the top E&P operators in the New Mexico portion of the Delaware Basin, providing significant customer diversification and incremental opportunities for business development."
"The McNeill Ranch, previously purchased by Aris, provides upside to our acquisition case through increased produced-water disposal capacity and other surface use opportunities. Further, Aris has valuable expertise in beneficial reuse and desalination technologies, and we are excited to be able to accelerate the research and advancement of these evolving technologies with greater access to efficient capital and economies of scale."
"We look forward to welcoming Aris's talented employees and dedicated investor base to our partnership. WES is proud to provide sector-leading return of capital to its unitholders through its tax-deferred distribution framework. Coupled with our long-term contract structure, investment-grade balance sheet, and with net leverage of approximately 3.0x, we offer a compelling investment opportunity to Aris shareholders and a platform to accelerate growth over the coming years," Mr. Brown concluded.
Amanda Brock, President and CEO of Aris, commented, "Today's transaction marks a significant milestone in Aris's journey, and we are excited to join forces with WES. Since our founding in 2015, Aris has been dedicated to developing a sustainable produced-water infrastructure platform focused on gathering, disposal, and recycling activities for some of the largest operators in the Permian Basin. The combination of Aris and WES creates a premier midstream water-solutions provider of scale that is better positioned to deliver a variety of water services, provide critical flow assurance for natural-gas and crude-oil production activities, and generate strong returns for our shareholders through WES's leading distribution policy and attentive focus on executing accretive growth projects. I am extremely proud of our team's efforts and accomplishments and look forward to seeing the combined company grow."
