Attached files
file | filename |
---|---|
EX-8.1 - EX-8.1 - Archrock Partners, L.P. | h80208exv8w1.htm |
EX-1.1 - EX-1.1 - Archrock Partners, L.P. | h80208exv1w1.htm |
EX-99.1 - EX-99.1 - Archrock Partners, L.P. | h80208exv99w1.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): March 1, 2011
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
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 8.01 Other Events | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-1.1 | ||||||||
EX-8.1 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
On March 1, 2011, Exterran Partners, L.P. (the Partnership or we) entered into an
Underwriting Agreement (the Underwriting Agreement) with Wells Fargo Securities, LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, 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), Exterran GP LLC, a Delaware limited liability company
and the General Partners general partner (GP LLC), EXH MLP LP LLC, a Delaware limited liability
company (the Selling Unitholder), and Exterran Holdings, Inc. (Exterran Holdings), a Delaware
corporation and the indirect owner of the General Partner, GP LLC and the Selling Unitholder,
providing for the offer and sale by the Selling Unitholder in a firm commitment underwritten
offering of 5,250,000 common units representing limited partner interests in the Partnership
(Common Units) at a price of $28.65 per Common Unit ($27.47 per Common Unit, net of underwriting
discounts) (the Offering). We will not receive any of the proceeds from the Offering. Pursuant
to the Underwriting Agreement, the Selling Unitholder granted the Underwriters a 30-day option to
purchase up to an additional 787,500 Common Units to cover over-allotments, if any, on the same
terms as those Common Units sold by the Selling Unitholder. The sale of the 5,250,000 Common Units
pursuant to the Underwriting Agreement is expected to close on March 4, 2011. 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).
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. Exterran Holdings intends to use the proceeds from the Offering to repay
outstanding borrowings under its senior secured credit facility. Affiliates of Wells Fargo
Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA)
LLC, J.P. Morgan Securities LLC and Raymond James & Associates, Inc. are lenders under Exterran
Holdings senior secured credit facility, and accordingly will receive a portion of the net
proceeds from the Offering.
Item 8.01 Other Events
On March 1, 2011, 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 opinion 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 opinion of Vinson & Elkins L.L.P. is filed herewith as Exhibit 8.1 and is
incorporated herein by reference.
Table of Contents
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated as of March 1, 2011, by and among Exterran Partners, L.P., Exterran Holdings, Inc., Exterran GP LLC, Exterran General Partner, L.P., EXH MLP LP LLC and Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein | |
8.1
|
Opinion of Vinson & Elkins L.L.P. relating to tax matters | |
23.1
|
Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1) | |
99.1
|
Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated March 1, 2011 |
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) |
March 3, 2011 | By: | /s/ Michael J. Aaronson | ||
Michael J. Aaronson | ||||
Vice President and Chief Financial Officer |
Table of Contents
Exhibit Index
Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated as of March 1, 2011, by and among Exterran Partners, L.P., Exterran Holdings, Inc., Exterran GP LLC, Exterran General Partner, L.P., EXH MLP LP LLC and Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein | |
8.1
|
Opinion of Vinson & Elkins L.L.P. relating to tax matters | |
23.1
|
Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1) | |
99.1
|
Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated March 1, 2011 |