Attached files

file filename
EX-1.1 - UNDERWRITING AGREEMENT - Archrock Partners, L.P.d309551dex11.htm
EX-5.1 - OPINION OF VINSON & ELKINS L.L.P. - Archrock Partners, L.P.d309551dex51.htm
EX-8.1 - OPINION OF VINSON & ELKINS L.L.P. - Archrock Partners, L.P.d309551dex81.htm
EX-99.1 - PRESS RELEASE - Archrock Partners, L.P.d309551dex991.htm

 

 

UNITED STATES

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

Date of Report (Date of Earliest Event Reported): February 29, 2012

 

 

EXTERRAN PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33078   22-3935108

(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)

Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 February 29, 2012, Exterran Partners, L.P. (the “Partnership” or “we”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”), Exterran General Partner, L.P., a Delaware limited partnership and our general partner (the “General Partner”), and Exterran GP LLC, a Delaware limited liability company and the General Partner’s general partner (“GP LLC”), providing for the offer and sale by the Partnership in a firm commitment underwritten offering of 4,500,000 common units representing limited partner interests in the Partnership (“Common Units”) at a price of $24.05 per Common Unit ($23.12 per Common Unit, net of underwriting discounts) (the “Offering”). Pursuant to the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase up to an additional 675,000 Common Units to cover over-allotments, if any, on the same terms as those Common Units sold by us in the Offering. The sale of the 4,500,000 Common Units pursuant to the Underwriting Agreement is expected to close on March 5, 2012. 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”). We intend to use all of the proceeds from the Offering to repay outstanding borrowings under our revolving credit facility. Amounts repaid under our revolving credit facility, subject to the terms of the facility, may be reborrowed for general partnership purposes, including to fund a portion of the consideration for the previously announced acquisition of compression and processing assets from Exterran Holdings, Inc. (the “Acquisition”) pursuant to that certain Contribution, Conveyance and Assumption Agreement, dated as of February 22, 2012, if consummated.

In the Underwriting Agreement, we, 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. Affiliates of each Underwriter are lenders under our revolving credit facility and under Exterran Holdings’ revolving credit facility and, as such, will receive a portion of the proceeds from the Offering as a result of the repayment of borrowings under our revolving credit facility and the retirement of Exterran Holdings’ debt we will assume as partial consideration for the Acquisition, if consummated.

 

Item 8.01 Other Events

On February 29, 2012, 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.

In connection with the Offering, we are filing the opinions of Vinson & Elkins L.L.P. as part of this Current Report on Form 8-K that is to be incorporated by reference into the Registration Statement. The opinions of Vinson & Elkins L.L.P. are filed herewith as Exhibit 5.1 and Exhibit 8.1 and are incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.

  

Description

1.1    Underwriting Agreement, dated as of February 29, 2012, by and among Exterran Partners, L.P., Exterran GP LLC, Exterran General Partner, L.P. and Wells Fargo Securities, LLC Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein
5.1    Opinion of Vinson & Elkins L.L.P.
8.1    Opinion of Vinson & Elkins L.L.P. relating to tax matters
23.1    Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto)
99.1    Press release of Exterran Partners, L.P., dated February 29, 2012


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 PARTNERS, L.P.
    By:   Exterran General Partner, L.P., its general partner
    By:   Exterran GP LLC, its general partner

February 29, 2012

    By:   /s/ J. Michael Anderson
      J. Michael Anderson
      Senior Vice President and Chief Financial Officer


Exhibit Index

 

Exhibit No.

  

Description

1.1    Underwriting Agreement, dated as of February 29, 2012, by and among Exterran Partners, L.P., Exterran GP LLC, Exterran General Partner, L.P. and Wells Fargo Securities, LLC Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein
5.1    Opinion of Vinson & Elkins L.L.P.
8.1    Opinion of Vinson & Elkins L.L.P. relating to tax matters
23.1    Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto)
99.1    Press release of Exterran Partners, L.P., dated February 29, 2012