Attached files
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EX-2.1 - EX-2.1 - Archrock, Inc. | h82552exv2w1.htm |
EX-99.1 - EX-99.1 - Archrock, Inc. | h82552exv99w1.htm |
Table of Contents
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): May 23, 2011
EXTERRAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33666 | 74-3204509 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | 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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement | ||||||||
Item 7.01 Regulation FD Disclosure | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-2.1 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
Contribution, Conveyance and Assumption Agreement
On May 23, 2011, Exterran Holdings, Inc. (Exterran or we) entered into a Contribution,
Conveyance and Assumption Agreement (the Contribution Agreement) with Exterran Energy Corp.,
Exterran General Holdings LLC, Exterran Energy Solutions, L.P. (EESLP), EES Leasing LLC, EXH GP
LP LLC, Exterran GP LLC (GP LLC), EXH MLP LP LLC (MLP LP LLC), Exterran General Partner, L.P.
(GP), EXLP Operating LLC (EXLP Operating), EXLP Leasing LLC (EXLP Leasing) and Exterran
Partners, L.P. (the Partnership). The Contribution Agreement provides for, among others, the
following transactions:
1. A series of conveyances, contributions and distributions by EESLP to various parties to the
Contribution Agreement and ultimately to EXLP Operating and EXLP Leasing of: (a) specified
compression services customer contracts and compression equipment used to provide compression
services under those contracts, (b) certain other compression equipment currently being leased by
the Partnership from EESLP and (c) a natural gas processing plant with a capacity of 8 million
cubic feet per day and a related long-term processing services agreement;
2. The Partnerships issuance of approximately 2.5 million common units representing limited
partner interests in the Partnership, or, at our election in certain circumstances, the cash
equivalent thereof, to MLP LP LLC or its affiliates;
3. The Partnerships issuance of approximately 51,000 general partner units in the Partnership to
GP in consideration of the continuation of GPs approximate 2.0% general partner interest in the
Partnership; and
4. EXLP Operatings assumption and repayment of $159.4 million of our debt.
These transactions, which are subject to standard closing conditions, including the expiration
or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, are expected to close in June 2011. An additional closing condition requires us and
the Partnership to enter into an amendment and restatement of the Second Amended and Restated
Omnibus Agreement, dated as of November 10, 2009, as amended by the First Amendment to Second
Amended and Restated Omnibus Agreement, dated as of August 11, 2010 (as so amended, the Omnibus
Agreement), by and among us, EESLP, GP LLC, GP, the Partnership and EXLP Operating, regarding
several relationships between us and the Partnership. The Omnibus Agreement is hereby incorporated
by reference to Exhibit 10.27 to our Annual Report on Form 10-K
filed on February 25, 2010 and
Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 4, 2010. The description of
the Omnibus Agreement is hereby incorporated by reference to our Current Report on Form 8-K filed
on November 12, 2009 and our Current Report on Form 8-K filed on August 12, 2010. The amendment and
restatement will, among other things, (1) restate the Omnibus Agreement, (2) increase the cap on
selling, general and administrative costs we allocate to the Partnership based on such costs we
incur on the Partnerships behalf from $7.6 million per quarter to $9.0 million per quarter and (3)
extend the term of the caps on the Partnerships obligation to reimburse us for selling, general
and administrative costs and operating costs we allocate to the Partnership based on such costs we
incur on the Partnerships behalf for an additional year such that the caps will now terminate on
December 31, 2012. The operations of the natural gas processing plant will not be subject to the
cap on operating costs.
The foregoing summary is qualified in is entirety by reference to the Contribution Agreement,
a copy of which is filed as Exhibit 2.1 to this Form 8-K and is incorporated in this Item 1.01 by
reference.
Relationships
Each of the parties to the Contribution Agreement, other than us, is our direct or indirect
subsidiary. As a result, certain individuals, including officers and directors of us and GP LLC,
serve as officers and/or directors of more than one of such entities. Also, we hold (as of the date
of this Form 8-K) an indirect 39% limited partner interest in the Partnership through our
subsidiaries and an approximate 2% general partner interest and incentive distribution rights in
the Partnership through our indirect ownership of GP, the general partner of the Partnership.
Table of Contents
Item 7.01 Regulation FD Disclosure
On May 23, 2011, we announced that we had entered into the Contribution Agreement. A copy of
the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be
deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and will not be incorporated by reference into any filing under the Securities Act of
1933, as amended, unless specifically identified therein as being incorporated therein by
reference.
Forward-Looking Statements
Statements about the consummation of any transaction and all other statements other than
historical facts are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of uncertainties and factors, many of which
are outside our control, which could cause actual results to differ materially from such
statements. Forward-looking information includes, but is not limited to, statements regarding our
ability to complete the proposed transaction and the expected timing of the closing of the
transaction.
While we believe that the assumptions concerning future events are reasonable, we caution that
there are inherent difficulties in predicting certain important factors that could impact the
future performance or results of our business. Among the factors that could cause results to differ
materially from those indicated by forward-looking statements are the results of the review of the
proposed transaction by regulatory agencies and the failure to satisfy the conditions to the
closing of the transaction.
These forward-looking statements are also affected by the risk factors, forward-looking
statements and challenges and uncertainties described in our Annual Report on Form 10-K for the
year ended December 31, 2010, and those set forth from time to time in our filings with the
Securities and Exchange Commission, which are currently available at www.exterran.com. Except as
required by law, we expressly disclaim any intention or obligation to revise or update any
forward-looking statements whether as a result of new information, future events, or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
2.1
|
Contribution, Conveyance and Assumption Agreement, dated May 23, 2011, by and among Exterran Holdings, Inc., Exterran Energy Corp., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P.* | |
99.1
|
Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated May 23, 2011 |
* | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Exterran undertakes to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the SEC. |
Table of Contents
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. |
||||
May 24, 2011 | By: | /s/ J. Michael Anderson | ||
J. Michael Anderson | ||||
Senior Vice President and Chief Financial Officer | ||||
Table of Contents
Exhibit Index
Exhibit No. | Description | |
2.1
|
Contribution, Conveyance and Assumption Agreement, dated May 23, 2011, by and among Exterran Holdings, Inc., Exterran Energy Corp., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P.* | |
99.1
|
Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated May 23, 2011 |
* | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Exterran undertakes to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the SEC. |