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

EXTERRAN PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		001-33078		22-3935108
(State or other jurisdiction of		Commission File Number		I.R.S. Employer Identification No.
incorporation)

16666 Northchase Drive,
Houston, Texas		77060
(Address of principal executive offices)		(Zip Code)

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

     On May 25, 2011, Exterran Partners, L.P. (the “Partnership” or “we”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, 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 5,000,000 common units representing limited partner interests in the Partnership (“Common Units”) at a price of $25.95 per Common Unit ($24.91 per Common Unit, net of underwriting discounts) (the “Offering”). Pursuant to the Underwriting Agreement, the Partnership granted the Underwriters a 30-day option to purchase up to an additional 750,000 Common Units to cover over-allotments, if any, on the same terms as those Common Units sold by the Partnership. The sale of the 5,000,000 Common Units pursuant to the Underwriting Agreement is expected to close on May 31, 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. We intend to use the proceeds from the Offering (i) to repay approximately $61.5 million of borrowings outstanding under our revolving credit facility and (ii) 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. pursuant to that certain Contribution, Conveyance and Assumption Agreement, dated as of May 23, 2011, if consummated.

Item 8.01 Other Events

     On May 25, 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 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 Exhibits 5.1 and 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 May 25, 2011, by and among Exterran Partners, L.P., Exterran GP LLC, Exterran General Partner, L.P., and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, 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 Exhibit 5.1)
99.1		Press release of Exterran Partners, L.P., dated May 25, 2011

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)
May 25, 2011		By: /s/ J. Michael Anderson
		J. Michael Anderson
		Senior Vice President

Exhibit Index

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of May 25, 2011, by and among Exterran Partners, L.P., Exterran GP LLC, Exterran General Partner, L.P., and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, 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 Exhibit 5.1)
99.1		Press release of Exterran Partners, L.P., dated May 25, 2011