Attached files
file | filename |
---|---|
EX-2.1 - EX-2.1 - Archrock Partners, L.P. | h74734exv2w1.htm |
EX-99.1 - EX-99.1 - Archrock Partners, L.P. | h74734exv99w1.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): July 26, 2010
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) |
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
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
Contribution, Conveyance and Assumption Agreement
On July 26, 2010, Exterran Partners, L.P. (the Partnership or we) entered into a
Contribution, Conveyance and Assumption Agreement (the Contribution Agreement) with Exterran
Holdings, Inc. (EXH), 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) and EXLP Leasing LLC (EXLP Leasing). The Contribution
Agreement provides for, among others, the following transactions:
1. A series of conveyances, contributions and distributions of specified compression services
customer contracts and the compression equipment used to provide compression services under those
contracts owned by EESLP to various parties to the Contribution Agreement and ultimately to EXLP
Operating and EXLP Leasing;
2. Our
issuance of approximately 8,206,863 common units representing limited partner interests in
the Partnership (Common Units) to MLP LP LLC; and
3. Our
issuance of approximately 167,075 general partner units in the Partnership (General
Partner Units) to GP in consideration of the continuation of GPs approximate 2% general partner
interest in the Partnership.
These transactions, which are subject to standard closing conditions, are expected to close in
August 2010. An additional closing condition requires us and EXH to enter into an amendment to the
Second Amended and Restated Omnibus Agreement, dated as of November 10, 2009 (the Omnibus
Agreement), by and among us, EXH, EESLP, GP LLC, GP and EXLP Operating, regarding several
relationships between us and EXH. The Omnibus Agreement is hereby incorporated by reference to
Exhibit 10.5 to our Annual Report on Form 10-K filed on February 25, 2010. The description of the
Omnibus Agreement is incorporated by reference to such Annual Report.
The amendment will, among other things, extend the term of the caps on our obligation to
reimburse EXH for selling, general and administrative costs and operating costs EXH allocates to us
based on such costs EXH incurs on our behalf for an additional year such that the caps will now
terminate on December 31, 2011.
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 EXH, is a direct or indirect
subsidiary of EXH. As a result, certain individuals, including officers and directors of EXH and GP
LLC, serve as officers and/or directors of more than one of such
entities. Also, EXH indirectly holds (as of
the date of this Form 8-K) 65% of the limited partner interest in us through its subsidiaries
and an approximate 2% general partner interest and incentive distribution rights in us through its
indirect ownership of GP, our general partner.
Item 3.02 Unregistered Sales of Equity Securities
The descriptions in Item 1.01 above of our expected issuance of Common Units to MLP LP LLC and
General Partner Units to GP in connection with the consummation of the transactions contemplated by
the Contribution Agreement are incorporated herein by reference. The foregoing transactions are
expected to be undertaken in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act), afforded by Section 4(2), each as a
transaction by an issuer not involving a public offering.
Item 7.01 Regulation FD Disclosure
On July 27, 2010, we announced that we entered into the Contribution Agreement. A copy of the
press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Table of Contents
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 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 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, 2009, 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 July 26, 2010, by and among Exterran Holdings, Inc., 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 July 27, 2010 |
* | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Partnership 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 PARTNERS, L.P. | ||||
By: | Exterran General Partner, L.P., its general partner | |||
By: | Exterran GP LLC, its general partner | |||
(Registrant) |
July 27, 2010
|
By: | /s/ David S. Miller | ||
David S. Miller | ||||
Vice President and Chief Financial Officer |
Table of Contents
Exhibit Index
Exhibit No. | Description | |
2.1
|
Contribution, Conveyance and Assumption Agreement, dated July 26, 2010, by and among Exterran Holdings, Inc., 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 July 27, 2010 |
* | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Partnership undertakes to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the SEC. |