Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Archrock, Inc. | h82938exv99w1.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): June 10, 2011
EXTERRAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33666 | 74-3204509 | ||
| (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) | |
| 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)) |
TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 7.01 Regulation FD Disclosure | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| EX-99.1 | ||||||||
Table of Contents
| Item 1.01 | Entry into a Material Definitive Agreement |
Third Amended and Restated Omnibus Agreement
In connection with the conveyances, contributions and distributions of specified assets
contemplated by the Contribution, Conveyance and Assumption Agreement dated May 23, 2011 (the
“Contribution Agreement”), as described in a Current Report on Form 8-K filed on May 24, 2011 by
Exterran Holdings, Inc. (“EXH” or “we”), on June 10, 2011, we entered into a Third Amended and
Restated Omnibus Agreement with Exterran Energy Solutions, L.P., Exterran GP LLC (“GP LLC”),
Exterran General Partner, L.P. (“GP”), EXLP Operating LLC and Exterran Partners, L.P. (the
“Partnership”). The Third Amended and Restated Omnibus Agreement amends and restates the Second
Amended and Restated Omnibus Agreement, dated as of November 10, 2009 and as amended on August 11,
2010, and governs several relationships between us and the Partnership, including:
| 1. | Certain agreements not to compete between us and our affiliates, on the one hand, and the Partnership and its affiliates, on the other hand; |
| 2. | Our obligation to provide all operational staff, corporate staff and support services reasonably necessary to run the Partnership’s business and the Partnership’s obligation to reimburse us for the provision of such services, subject to certain limitations; |
| 3. | The terms under which we, the Partnership and our respective affiliates may transfer compression equipment; |
| 4. | The terms under which the Partnership may purchase newly-fabricated compression equipment from our affiliates; |
| 5. | Our licensing of certain intellectual property to the Partnership, including our and the Partnership’s logos; and |
| 6. | The Partnership’s obligation to indemnify us for certain liabilities, and our obligation to indemnify the Partnership for certain liabilities. |
The Third Amended and Restated Omnibus Agreement amends the Second Amended and Restated
Omnibus Agreement to, among other things, (1) increase the cap on selling, general and
administrative costs we allocate to the Partnership based on such costs we incur on the
Partnership’s behalf from $7.6 million per quarter to $9.0 million per quarter and (2) extend the
term of the caps on the Partnership’s obligation to reimburse us for selling, general and
administrative costs and operating costs we allocate to the Partnership based on such costs we
incur on the Partnership’s behalf for an additional year such that the caps will now terminate on
December 31, 2012.
Relationships
Each of the parties to the Third Amended and Restated Omnibus Agreement other than us is our
direct or indirect subsidiary. 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, we
hold an approximate 2% general partner interest and incentive distribution rights in the
Partnership through our indirect ownership of GP, the general partner of the Partnership.
| Item 7.01 | Regulation FD Disclosure |
On June 10, 2011, we announced the closing of the transactions contemplated by the
Contribution Agreement and described in Item 1.01 above. A copy of the press release is filed as
Exhibit 99.1 hereto.
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 of
1933, as amended, unless specifically identified therein as being incorporated therein by
reference.
Table of Contents
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |||
| 99.1 | Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated June 10, 2011 |
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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 HOLDINGS, INC. |
||||
| June 13, 2011 | By: | /s/ J. Michael Anderson | ||
| J. Michael Anderson | ||||
| Senior Vice President and Chief Financial Officer |
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