Attached files
file | filename |
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EX-1.1 - EX-1.1 - Archrock, Inc. | h80302exv1w1.htm |
EX-99.1 - EX-99.1 - Archrock, Inc. | h80302exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 1, 2011
EXTERRAN HOLDINGS, INC.
Delaware | 001-33666 | 74-3204509 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
16666 Northchase Drive, Houston, Texas |
77060 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (281) 836-7000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement |
On March 1, 2011, Exterran Holdings, Inc. (we) entered into an Underwriting Agreement (the
Underwriting Agreement) with Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as representatives of the several underwriters named therein (the
Underwriters), Exterran Partners, L.P., a publicly traded Delaware limited partnership (the
Partnership), Exterran General Partner, L.P., a Delaware limited partnership and the
Partnerships general partner (the General Partner), Exterran GP LLC, a Delaware limited
liability company and the General Partners general partner (GP LLC), and EXH MLP LP LLC, a
Delaware limited liability company (the Selling Unitholder), providing for the offer and sale by
the Selling Unitholder in a firm commitment underwritten offering of
5,250,000 common units
representing limited partner interests in the Partnership (Common Units) at a price of $28.65 per
Common Unit ($27.47 per Common Unit, net of underwriting discounts) (the Offering). We indirectly
wholly own each of the Selling Unitholder, the General Partner and GP LLC. Pursuant to the
Underwriting Agreement, the Selling Unitholder granted the Underwriters a 30-day option to purchase
up to an additional 787,500 Common Units to cover over-allotments, if any, on the same terms as
those Common Units sold by the Selling Unitholder. The sale of the
5,250,000 Common Units pursuant
to the Underwriting Agreement is expected to close on March 4, 2011. The Common Units to be sold
pursuant to the Underwriting Agreement were registered under the Securities Act of 1933, as amended
(the Securities Act), pursuant to an effective registration statement on Form S-3 (File No.
333-164258) (the Registration Statement).
In the Underwriting Agreement, the Partnership, the General Partner and GP LLC agreed to
indemnify the Underwriters against certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the Underwriters may be required to make because of any of those
liabilities. The foregoing description of the Underwriting Agreement is qualified in its entirety
by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Certain of the Underwriters and their affiliates have engaged, and may in the future engage,
in investment banking and other commercial dealings in the ordinary course of business with us or
our affiliates for which they have received, or may in the future receive, customary fees and
commissions. The Underwriters and their affiliates may currently, and may from time to time in the
future, engage in transactions with and perform services for us and our affiliates in the ordinary
course of business. We intend to use the proceeds from the Offering to repay
outstanding borrowings under our senior secured credit facility. Affiliates of Wells Fargo
Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA)
LLC, J.P. Morgan Securities LLC and Raymond James & Associates, Inc. are lenders under our senior
secured credit facility, and accordingly will receive a portion of the net proceeds from the
Offering.
Item 8.01 | Other Events |
On March 1, 2011, we announced the pricing of the Common Units. A copy of the press release is
filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit No. | Description | |||
1.1 | Underwriting Agreement, dated as of March 1, 2011, by and among Exterran Partners, L.P.,
Exterran Holdings, Inc., Exterran GP LLC, Exterran General Partner, L.P., EXH MLP LP LLC and
Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named therein |
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99.1 | Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated March 1, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EXTERRAN HOLDINGS, INC. |
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March 3, 2011 | By: | /s/ J. Michael Anderson | ||
J. Michael Anderson | ||||
Senior Vice President, Chief Financial
Officer and Chief of Staff |
Exhibit Index
Exhibit No. | Description | |||
1.1 | Underwriting Agreement, dated as of March 1, 2011, by and among Exterran Partners, L.P.,
Exterran Holdings, Inc., Exterran GP LLC, Exterran General Partner, L.P., EXH MLP LP LLC and
Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named therein |
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99.1 | Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated March 1, 2011 |