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EX-99.1 - EX-99.1 - Archrock Partners, L.P.a14-10044_1ex99d1.htm
EX-1.1 - EX-1.1 - Archrock Partners, L.P.a14-10044_1ex1d1.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):  March 31, 2014

 

EXTERRAN PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33078

 

22-3935108

(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)

 

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:

 

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.

 

Purchase Agreement

 

On March 31, 2014, Exterran Partners, L.P. (“we”) and our subsidiary, EXLP Finance Corp., as co-issuers, and certain of our subsidiaries, as guarantors (the “Guarantors”), entered into a Purchase Agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”), pursuant to which we agreed to sell $350.0 million in aggregate principal amount of 6% Senior Notes due 2022 (the “Notes”). The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. We offered and will issue the Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S. The information contained in this Current Report on Form 8-K, including the exhibits, shall not constitute an offer to sell or the solicitation of an offer to buy the Notes nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which we, EXLP Finance Corp. and the Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. In addition, the Purchase Agreement requires the execution of a registration rights agreement relating to the Notes.

 

We intend to use all of the net proceeds of this offering (i) to fund a portion of the purchase price of our pending acquisition of natural gas compression assets from MidCon Compression, L.L.C., and (ii) for the repayment of borrowings outstanding under our revolving credit facility. Amounts repaid under our revolving credit facility may be reborrowed in accordance with the terms of the facility. Pending such use, all of the proceeds from this offering (less Initial Purchaser discounts) will be placed into an escrow account. The offering is expected to close on April 7, 2014, subject to the satisfaction of customary closing conditions.

 

The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Relationships

 

An affiliate of Wells Fargo Securities, LLC, one of the Initial Purchasers, is the trustee for the Notes and the Administrative Agent under our revolving credit facility. Many of the Initial Purchasers or their affiliates are lenders under our credit facility and, in that capacity, will receive a portion of the proceeds from the offering. Some of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

 

Item 8.01                                           Other Information.

 

On March 31, 2014, we announced the pricing of the Notes. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

The Notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. We offered and will issue the Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S. The information contained in this Current Report on Form 8-K, including the exhibits, shall not constitute an offer to sell or the solicitation of an offer to buy the Notes nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

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Item 9.01                                           Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

1.1

 

Purchase Agreement, dated as of March 31, 2014, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers named therein

 

 

 

99.1

 

Press release of Exterran Partners, L.P., dated March 31, 2014

 

3



 

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

 

 

 

 

 

 

April 4, 2014

By:

/s/ David S. Miller

 

 

David S. Miller

 

 

Senior Vice President and Chief Financial Officer

 

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Exhibit Index

 

Exhibit No.

 

Description

 

 

 

1.1

 

Purchase Agreement, dated as of March 31, 2014, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers named therein

 

 

 

99.1

 

Press release of Exterran Partners, L.P., dated March 31, 2014

 

5