Attached files
file | filename |
---|---|
EX-10.4 - EX-10.4 - Archrock, Inc. | h83464exv10w4.htm |
EX-10.1 - EX-10.1 - Archrock, Inc. | h83464exv10w1.htm |
EX-10.3 - EX-10.3 - Archrock, Inc. | h83464exv10w3.htm |
EX-10.2 - EX-10.2 - Archrock, Inc. | h83464exv10w2.htm |
EX-99.1 - EX-99.1 - Archrock, Inc. | h83464exv99w1.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
Date of Report (Date of Earliest Event Reported): July 8, 2011
EXTERRAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33666 | 74-3204509 | ||
(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
On July 8, 2011, Exterran Holdings, Inc. (we) entered into a Senior Secured Credit Agreement
(the Credit Agreement) with Wells Fargo Bank, National Association, as Administrative Agent, BNP
Paribas, Credit Agricole Corporate and Investment Bank, Royal Bank of Canada and The Royal Bank of
Scotland plc, as Co-Syndication Agents, and the other lenders signatory thereto.
The Credit Agreement provides for a new five-year, $1.1 billion senior secured revolving
credit facility (the New Revolving Credit Facility), with a $500 million sublimit for letters of
credit and a $75 million sublimit for swingline loans. Concurrently with the execution of the
Credit Agreement, we borrowed $387.3 million under the New Revolving Credit Facility and used the
proceeds to (i) repay the entire amount outstanding under our previously existing senior
secured credit facility and terminate that facility and (ii) pay customary fees and other expenses
relating to the New Revolving Credit Facility.
The New Revolving Credit Facility bears interest at a base rate or LIBOR, at our option, plus
an applicable margin. Depending on our total leverage ratio, the applicable margin for revolving
loans varies (i) in the case of LIBOR loans, from 1.50% to 2.50% and (ii) in the case of base rate
loans, from 0.50% to 1.50%. The base rate is the highest of the prime rate announced by Wells Fargo
Bank, National Association, the Federal Funds Rate plus 0.5% and one-month LIBOR plus 1.0%.
Borrowings
under the New Revolving Credit Facility are secured by substantially all of the
personal property assets and certain real property assets of us and our Significant Domestic Subsidiaries (as defined in the Credit
Agreement), including all of the equity interests of our U.S. subsidiaries (other than certain
excluded subsidiaries) and 65% of the equity interests in certain of our first-tier foreign
subsidiaries. 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 $300 million.
The Credit Agreement contains various covenants with which we and certain of our subsidiaries
must comply, including, but not limited to, restrictions on the use of proceeds from borrowings and
limitations on our ability to incur additional indebtedness, enter into transactions with
affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make
loans, grant liens, repurchase equity and pay dividends and distributions. In addition, the Credit
Agreement provides for a reduction in the lenders revolving credit commitments to the extent
proceeds of certain asset sales or other dispositions exceed a specified percentage of Consolidated
Net Tangible Assets (as defined in the Credit Agreement) in the aggregate in any fiscal year and
such proceeds are not reinvested within a certain period of time thereafter. We are also subject
to financial covenants, including a total debt to EBITDA (defined in
the Credit Agreement as Adjusted EBITDA) ratio, a senior secured debt to EBITDA
ratio and an interest coverage ratio (each as described in the Credit
Agreement). 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, breach of representation or warranty and noncompliance with covenants. Upon the occurrence of an event of default, the
lenders may cancel the commitments under the New Revolving Credit 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
Guaranty Agreement, the Collateral Agreement and the Pledge Agreement, copies of which are filed as
Exhibits 10.1, 10.2, 10.3 and 10.4, 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
In connection with the transactions described in Item 1.01 above, on July 8, 2011, we paid in
full all outstanding term loans and revolving loans, together with interest and all other amounts
due in connection with such repayment, under the Senior Secured Credit Agreement, dated as of
August 20, 2007 (the 2007 Credit Agreement), by and among us, as the U.S. Borrower and a Canadian
Guarantor, Exterran Canada, Limited Partnership, as the Canadian Borrower, Wells Fargo Bank, N.A.
(successor to Wachovia Bank, National Association), individually and as U.S. Administrative Agent,
Wells Fargo Capital Finance Corporation (Canada) (successor to Wachovia Capital Finance Corporation
(Canada)), individually and as Canadian Administrative Agent,
Table of Contents
JPMorgan Chase Bank, N.A., individually and as Syndication Agent; Wachovia Capital Markets,
LLC and J.P. Morgan Securities Inc. as the Joint Lead Arrangers and Joint Book Runners, Bank of
America, N.A., Calyon New York Branch and Fortis Capital Corp., as the Documentation Agents, and
each of the lenders parties thereto. The 2007 Credit Agreement and the description thereof are
hereby incorporated by reference to our Current Report on Form 8-K filed on August 23, 2007 and
Exhibit 10.3 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 8.01 Other Events
On July 11, 2011, we announced that we had entered into the Credit Agreement. A copy of the
press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
10.1
|
Senior Secured Credit Agreement, dated as of July 8, 2011, by and among Exterran Holdings, Inc., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, BNP Paribas, Credit Agricole Corporate and Investment Bank, Royal Bank of Canada and The Royal Bank of Scotland plc, as Co-Syndication Agents, and the other lenders signatory thereto (portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text) and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment) | |
10.2
|
Guaranty Agreement, dated as of July 8, 2011, made by EES Leasing LLC, EXH GP LP LLC, EXH MLP LP LLC and Exterran Energy Solutions, L.P. in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
10.3
|
Collateral Agreement, dated as of July 8, 2011, made by Exterran Holdings, Inc., EES Leasing LLC, EXH GP LP LLC, EXH MLP LP LLC and Exterran Energy Solutions, L.P. in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
10.4
|
Pledge Agreement, dated as of July 8, 2011, made by Exterran Holdings, Inc., EES GP, L.P., Enterra Compression Investment Company, EXH GP LP LLC, EXH MLP LP LLC, Exterran Energy Corp., Exterran Energy Solutions, L.P., Exterran General Holdings LLC, Exterran HL LLC, Exterran Holdings HL LLC, Hanover Asia, Inc., Universal Compression International, Inc. and Universal Compression Services LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
99.1
|
Press release of Exterran Holdings, Inc., dated July 11, 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 HOLDINGS, INC. | ||||||
July 14, 2011
|
By: | /s/ J. Michael Anderson
|
||||
J. Michael Anderson | ||||||
Senior Vice President and Chief Financial Officer |
Table of Contents
Exhibit Index
Exhibit No. | Description | |
10.1
|
Senior Secured Credit Agreement, dated as of July 8, 2011, by and among Exterran Holdings, Inc., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, BNP Paribas, Credit Agricole Corporate and Investment Bank, Royal Bank of Canada and The Royal Bank of Scotland plc, as Co-Syndication Agents, and the other lenders signatory thereto (portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text) and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment) | |
10.2
|
Guaranty Agreement, dated as of July 8, 2011, made by EES Leasing LLC, EXH GP LP LLC, EXH MLP LP LLC and Exterran Energy Solutions, L.P. in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
10.3
|
Collateral Agreement, dated as of July 8, 2011, made by Exterran Holdings, Inc., EES Leasing LLC, EXH GP LP LLC, EXH MLP LP LLC and Exterran Energy Solutions, L.P. in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
10.4
|
Pledge Agreement, dated as of July 8, 2011, made by Exterran Holdings, Inc., EES GP, L.P., Enterra Compression Investment Company, EXH GP LP LLC, EXH MLP LP LLC, Exterran Energy Corp., Exterran Energy Solutions, L.P., Exterran General Holdings LLC, Exterran HL LLC, Exterran Holdings HL LLC, Hanover Asia, Inc., Universal Compression International, Inc. and Universal Compression Services LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent | |
99.1
|
Press release of Exterran Holdings, Inc., dated July 11, 2011 |