Subsidiaries of Exterran Holdings to Pursue Debt Offering in Connection with Spin-Off
July 13 2015 - 4:06PM
Business Wire
Exterran Holdings, Inc. (NYSE:EXH) (“Exterran Holdings”)
announced today that, in preparation for the previously announced
separation of its international services and global fabrication
businesses into a standalone, publicly traded company named
Exterran Corporation (“SpinCo”), Exterran Energy Solutions,
L.P., a wholly owned subsidiary of Exterran Holdings
(“EESLP”), and EES Finance Corp., a wholly owned subsidiary
of EESLP (“Finance Corp.” and, together with EESLP, the
“Issuers”), intend to offer, subject to market conditions,
$400 million aggregate principal amount of senior unsecured notes
due 2022 (the “notes”). The Issuers will be subsidiaries of
SpinCo after the completion of the separation.
The Issuers intend to transfer to Exterran Holdings the net
proceeds from the sale of the notes, together with borrowings under
EESLP’s new credit agreement (which has been executed and, subject
to certain conditions, will become available upon the completion of
the separation), to allow Exterran Holdings to repay certain of its
existing indebtedness. The consummation of the notes offering will
not be conditioned on Exterran Holdings’ completion of the
separation; however, the Issuers will be required to redeem the
notes if the separation does not occur within three months of the
consummation of the notes offering.
The notes will be offered and sold to qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended
(the “Securities Act”) and outside the United States to
non-U.S. persons in compliance with Regulation S of the Securities
Act.
The notes have not been registered under the Securities Act, or
the securities laws of any other jurisdiction. Unless they are
registered, the notes may be offered only in transactions that are
exempt from registration under the Securities Act or the securities
laws of any other jurisdiction.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase the notes or any other
securities, and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities
Act.
About Exterran Holdings
Exterran Holdings, Inc. is a global market leader in
full-service natural gas compression and a premier provider of
operations, maintenance, service and equipment for oil and gas
production, processing and transportation applications. Exterran
Holdings serves customers across the energy spectrum – from
producers to transporters to processors to storage owners.
Headquartered in Houston, Texas, Exterran has approximately 10,000
employees and operates in approximately 30 countries. Exterran
Holdings owns an equity interest, including all of the general
partner interest, in Exterran Partners, L.P. (NASDAQ: EXLP), a
master limited partnership, the leading provider of natural gas
contract compression services to customers throughout the United
States. For more information, visit www.exterran.com.
About Exterran Corporation
Exterran Corporation will be a market leader in compression,
production and processing products and services, serving customers
throughout the world engaged in all aspects of the oil and natural
gas industry. Its global product lines will include natural gas
compression, process & treating and production equipment and
water treatment solutions. Outside the United States, Exterran
Corporation will be a leading provider of full-service natural gas
contract compression and a supplier of new, used, OEM and
aftermarket parts and services. Exterran Corporation will be
headquartered in Houston, Texas, and will operate in approximately
30 countries with approximately 7,000 employees.
Forward-Looking Statements
All statements in this release (and oral statements made
regarding the subjects of this release) other than historical facts
are forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. These
forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of
uncertainties and factors, many of which are outside Exterran
Holdings’ control, which could cause actual results to differ
materially from such statements. Forward-looking information
includes, but is not limited to: Exterran Holdings’ plan to conduct
a separation of certain of its businesses, the completion of the
sale of the senior notes due 2022, the funding under the new EESLP
credit agreement, the possibility that the proposed transaction
will be consummated and the timing of its consummation, the
expected benefits from the proposed transaction, the expected
financial position and indebtedness levels of SpinCo and Exterran
Holdings following the proposed transaction, the impact of the
proposed transaction on employees and customers, the financial and
operational strategies of SpinCo and Exterran Holdings following
the proposed transaction and their respective ability to
successfully effect those strategies, Exterran Holdings’
expectations regarding future economic and market conditions,
SpinCo’s and Exterran Holdings’ financial and operational outlook
and ability to fulfill that outlook and demand for SpinCo’s and
Exterran Holdings’ products and services and growth opportunities
for those products and services.
While Exterran Holdings believes that the assumptions concerning
future events are reasonable, it cautions that there are inherent
difficulties in predicting certain important factors that could
impact the future performance or results of its business. Among the
factors that could cause results to differ materially from those
indicated by such forward-looking statements are actions by
governmental and regulatory authorities; delays, costs and
difficulties associated with the proposed transaction; local,
regional, national and international economic and financial market
conditions and the impact they may have on SpinCo, Exterran
Holdings and their respective customers; availability and terms of
any financing associated with the proposed transaction; changes in
tax laws that impact master limited partnerships; conditions in the
oil and gas industry, including a sustained decrease in the level
of supply or demand for oil or natural gas or a sustained decrease
in the price of oil or natural gas; Exterran Holdings’ and SpinCo’s
ability to timely and cost-effectively execute larger projects;
changes in political or economic conditions in key operating
markets, including international markets; any non-performance by
third parties of their contractual obligations; changes in safety,
health, environmental and other regulations; and the performance of
Exterran Partners, L.P.
These forward-looking statements are also affected by the risk
factors, forward-looking statements and challenges and
uncertainties described in Exterran Holdings’ Annual Report on Form
10-K for the year ended December 31, 2014, Exterran Corporation’s
(SpinCo’s) Registration Statement on Form 10 and those set forth
from time to time in Exterran Holdings’ filings with the Securities
and Exchange Commission, which are available at www.exterran.com.
Except as required by law, Exterran Holdings and SpinCo expressly
disclaim any intention or obligation to revise or update any
forward-looking statements whether as a result of new information,
future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20150713006290/en/
Exterran Holdings, Inc.Susan Moore, 281-836-7398 (Media)David
Oatman, 281-836-7035 (Investors)
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