Attached files
file | filename |
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EX-10.3 - EX-10.3 - Archrock Partners, L.P. | h77534exv10w3.htm |
EX-10.1 - EX-10.1 - Archrock Partners, L.P. | h77534exv10w1.htm |
EX-99.1 - EX-99.1 - Archrock Partners, L.P. | h77534exv99w1.htm |
EX-10.2 - EX-10.2 - Archrock Partners, L.P. | h77534exv10w2.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): November 3, 2010
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) |
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)) |
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Item 1.01 | Entry into a Material Definitive Agreement |
Amended and Restated Senior Secured Credit Agreement
On November 3, 2010, Exterran Partners, L.P. (we), as Guarantor, and EXLP Operating LLC, our
wholly owned subsidiary, as Borrower, entered into an Amended and Restated Senior Secured Credit
Agreement (the Credit Agreement) with Wells Fargo Bank, National Association, as Administrative
Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Barclays Bank
plc and The Royal Bank of Scotland plc, as Co-Documentation Agents, and the other lenders signatory
thereto.
The Credit Agreement provides for a new five-year, $550 million senior secured credit facility
consisting of a $400 million revolving credit facility (with a $100 million sublimit for letters of
credit and a $30 million sublimit for swingline loans) and a $150 million term loan facility.
Concurrently with the execution of the Credit Agreement, we borrowed $304 million under the
revolving credit facility and $150 million under the term loan facility and used the proceeds to
(i) repay the entire $406.1 million outstanding under our previously existing senior secured credit
facility, (ii) repay the entire $30.0 million outstanding under our asset-backed securitization
facility and terminate that facility, (iii) pay $14.8 million to terminate the interest rate swap
agreements to which we were a party and (iv) pay customary fees and other expenses relating to the
facility. The $14.8 million we paid related to the terminated interest rate swaps will be amortized
into interest expense over the original term of the swaps.
The revolving credit facility bears interest at a base rate or LIBOR, at our option, plus an
applicable margin. Depending on our leverage ratio, the applicable margin for revolving loans
varies (i) in the case of LIBOR loans, from 2.25% to 3.25% and (ii) in the case of base rate loans,
from 1.25% to 2.25%. The base rate is the highest of the prime rate announced by Wells Fargo Bank,
National Association, the Federal Funds Effective Rate plus 0.5% and one-month LIBOR plus 1.0%.
The term loan facility bears interest at a base rate or LIBOR, at our option, plus an applicable
margin. Depending on our leverage ratio, the applicable margin for term loans varies (i) in the
case of LIBOR loans, from 2.5% to 3.5% or (ii) in the case of base rate loans, from 1.5% to 2.5%.
Borrowings under the new credit facility are secured by substantially all of the U.S. personal
property assets of us and our Significant Domestic Subsidiaries (as defined in the Credit
Agreement), including all of the membership interests of our Domestic Subsidiaries (as defined in
the Credit Agreement). Subject to certain conditions, at our request, and with the approval of the
Administrative Agent, the aggregate commitments under the new credit facility may be increased by
up to an additional $150 million.
The Credit Agreement contains various covenants with which we must comply, including
restrictions on the use of proceeds from borrowings and limitations on our ability to incur
additional debt, sell assets, engage in transactions with affiliates, make certain investments and
acquisitions, grant liens and pay dividends and distributions. In addition, the Credit Agreement
requires that we make mandatory prepayments of the term loans with the net cash proceeds of certain
asset transfers and debt issuances. We are also subject to financial covenants, including a total
debt to EBITDA ratio and an interest coverage ratio. The Credit Agreement specifies a number of
events of default (many of which are subject to applicable cure periods), including, among others,
the failure to make payments when due, defaults under other agreements or instruments governing
indebtedness in excess of a defined threshold, the occurrence of certain bankruptcy and insolvency
events, change of control and noncompliance with covenants. Upon the occurrence of an event of
default, the lenders may cancel the commitments under the facility and declare all amounts
outstanding to be immediately due and payable.
The foregoing summary is qualified in its entirety by reference to the Credit Agreement, the
Amended and Restated Guaranty Agreement and the Amended and Restated Collateral Agreement, copies
of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Form 8-K and are
incorporated in this Item 1.01 by reference.
Item 1.02 | Termination of a Material Definitive Agreement |
Repayment of Credit Facility
In connection with the transactions described in Item 1.01 above, on November 3, 2010, we paid
in full all outstanding term loans and revolving loans, together with interest and all other
amounts due in connection with such
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repayment, under the Senior Secured Credit Agreement, dated as of October 20, 2006 (as amended
by the First Amendment described below, the Original Credit Agreement), by and among UC Operating
Partnership, L.P. (now EXLP Operating LLC), as Borrower, Universal Compression Partners, L.P. (now
Exterran Partners, L.P.), as Guarantor, Wells Fargo Bank, National Association, as Administrative
Agent, the other agents party thereto and the lenders party thereto, as amended by the First
Amendment to Loan Documents, dated May 8, 2008, by and among EXLP Operating LLC, as Borrower,
Exterran Partners, L.P., as Guarantor, EXLP Leasing LLC, as Guarantor, Wells Fargo Bank, National
Association, as Administrative Agent and the lenders party thereto. The Senior Secured Credit
Agreement and the description thereof are hereby incorporated by reference to our Current Report on
Form 8-K filed on October 26, 2006 and Exhibit 10.1 thereto. The First Amendment to Loan Documents
and the description thereof are hereby incorporated by reference to Part II, Item 5 of our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and Exhibit 10.2 thereto. The
Credit Agreement amended and restated the Original Credit Agreement.
Repayment of Asset-Backed Securitization Facility
In connection with the transactions described in Item 1.01 above, on November 3, 2010, we
repaid in full all of our outstanding loans, together with interest and all other amounts due in
connection with such repayment, under the Indenture, dated as of October 13, 2009, as supplemented
on October 13, 2009, by and between EXLP ABS 2009 LLC, as Issuer, EXLP ABS Leasing 2009 LLC, as
Lessor, and Wells Fargo Bank, National Association, as Indenture Trustee. The Indenture and the
description thereof are hereby incorporated by reference to our Current Report on Form 8-K filed on
October 19, 2009 and Exhibits 4.1 and 4.2 thereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The description of the Credit Agreement described above under Item 1.01 is incorporated in
this Item 2.03 by reference. A copy of the Credit Agreement is filed as Exhibit 10.1 to this Form
8-K and is incorporated in this Item 2.03 by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. | Description | |
10.1
|
Amended and Restated Senior Secured Credit Agreement, dated as of November 3, 2010, by and among EXLP Operating LLC, as Borrower, Exterran Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Barclays Bank plc and The Royal Bank of Scotland plc, as Co-Documentation Agents, and the lenders signatory thereto | |
10.2
|
Amended and Restated Guaranty Agreement, dated as of November 3, 2010, made by Exterran Partners, L.P. and EXLP Leasing LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
10.3
|
Amended and Restated Collateral Agreement, dated as of November 3, 2010, made by EXLP Operating LLC, Exterran Partners, L.P. and EXLP Leasing LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
99.1
|
Press release of Exterran Partners, L.P., dated November 4, 2010 |
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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. |
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By: | Exterran General Partner, L.P., its general partner |
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By: | Exterran GP LLC, its general partner (Registrant) |
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November 9, 2010 | By: | /s/ Michael J. Aaronson | ||
Michael J. Aaronson | ||||
Vice President and Chief Financial Officer |
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Exhibit Index
Exhibit No. | Description | |
10.1
|
Amended and Restated Senior Secured Credit Agreement, dated as of November 3, 2010, by and among EXLP Operating LLC, as Borrower, Exterran Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Barclays Bank plc and The Royal Bank of Scotland plc, as Co-Documentation Agents, and the lenders signatory thereto | |
10.2
|
Amended and Restated Guaranty Agreement, dated as of November 3, 2010, made by Exterran Partners, L.P. and EXLP Leasing LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
10.3
|
Amended and Restated Collateral Agreement, dated as of November 3, 2010, made by EXLP Operating LLC, Exterran Partners, L.P. and EXLP Leasing LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
99.1
|
Press release of Exterran Partners, L.P., dated November 4, 2010 |