8-K

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

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

EX-99.1

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.

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

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

Exhibit Index

Exhibit No.		Description
	99.1	Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated June 10, 2011

EX-99.1

Exterran Partners Completes Acquisition of
Compression and Processing Assets from Exterran Holdings

HOUSTON, June 10, 2011 — Exterran Holdings, Inc. (NYSE: EXH) and Exterran Partners, L.P. (NASDAQ: EXLP) today announced that Exterran Partners has completed its previously announced acquisition of compression and processing assets from Exterran Holdings.

The acquired assets include contracts serving 34 customers of Exterran Holdings, together with approximately 407 compressor units used to provide compression services under those contracts. These compressors comprise approximately 289,000 horsepower, which represents approximately 8% (by available horsepower) of the combined U.S. contract operations business of Exterran Holdings and Exterran Partners. In addition, the acquired assets include approximately 207 compressor units, comprising approximately 98,000 horsepower previously leased from Exterran Holdings to Exterran Partners, and a natural gas processing plant with a capacity of 8 million cubic feet per day located in the northeastern United States used to provide processing services pursuant to a long-term services agreement.

The transaction consideration includes Exterran Partners’ assumption of approximately $159 million of Exterran Holdings debt, payment of approximately $62 million in cash and issuance of approximately 51,000 general partner units of Exterran Partners. Exterran Holdings will use the cash proceeds from the transaction to reduce the outstanding balance under its credit facility. Exterran Partners financed the transaction with borrowings under its revolving credit facility and the proceeds from its May 2011 underwritten public offering of common units.

About Exterran Holdings and Exterran Partners
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 over 10,000 employees and operates in approximately 30 countries.

Exterran Partners, L.P. provides natural gas contract operations services to customers throughout the United States. Exterran Holdings owns an equity interest in Exterran Partners.

For more information, visit www.exterran.com.

Exterran Contact Information:
Investors: David Oatman (281) 836-7035
Media: Susan Nelson (281) 836-7297

SOURCE: Exterran Holdings, Inc. and Exterran Partners, L.P.

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