0001635881-17-000075.txt : 20170327 0001635881-17-000075.hdr.sgml : 20170327 20170327074740 ACCESSION NUMBER: 0001635881-17-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170327 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170327 DATE AS OF CHANGE: 20170327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Exterran Corp CENTRAL INDEX KEY: 0001635881 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 473282259 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36875 FILM NUMBER: 17714187 BUSINESS ADDRESS: STREET 1: 4444 BRITTMOORE ROAD CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 281-836-7000 MAIL ADDRESS: STREET 1: 4444 BRITTMOORE ROAD CITY: HOUSTON STATE: TX ZIP: 77041 FORMER COMPANY: FORMER CONFORMED NAME: Exterran SpinCo, Inc. DATE OF NAME CHANGE: 20150306 8-K 1 a8-kdebtom03272017.htm 8-K Document


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): March 27, 2017
____________
EXTERRAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
____________

Delaware
001-36875
47-3282259
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
4444 Brittmoore Road
Houston, Texas 77041
(Address of Principal Executive Offices) (Zip Code)
 
 (281) 836-7000 
Registrant’s telephone number, including area code
 
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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.
Other Events.

On March 27, 2017, Exterran Corporation (the “Company”) issued a press release announcing that Exterran Energy Solutions, L.P. and EES Finance Corp., its wholly-owned subsidiaries, intend to privately offer, subject to market conditions, $300.0 million aggregate principal amount of senior unsecured notes (the “Notes”) to be co-issued by those subsidiaries and initially guaranteed only by the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold absent an effective registration statement or an applicable exemption from the registration requirements of the Securities Act or any state securities laws.

The information contained in this Current Report on Form 8-K, including the exhibit hereto, is neither an offer to sell nor the solicitation of an offer to buy any of the Notes or any other securities.

Item 9.01.
Financial Statements and Exhibits.

(d)     Exhibits.
 
Exhibit Number
 
Description
99.1
 
Press Release dated March 27, 2017


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SIGNATURE
 
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 CORPORATION
 
 
 
 
 /s/ Valerie L. Banner
 
Valerie L. Banner
 
 
Vice President and General Counsel
 
Date: March 27, 2017


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Exhibit Index
 
 
 
 
Exhibit Number
 
Description
99.1
 
Press Release dated March 27, 2017


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EX-99.1 2 a8-kexhibit991debtom032717.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

Exterran Corporation Announces Proposed Offering of Senior Notes

HOUSTON, March 27, 2017 - Exterran Corporation (NYSE: EXTN) (“Exterran” or the “Company”) today announced that Exterran Energy Solutions, L.P. (“EESLP”) and EES Finance Corp. (together with EESLP, the “Issuers”), both wholly-owned subsidiaries of the Company, propose to offer, subject to market conditions and other factors, $300.0 million aggregate principal amount of senior unsecured notes due 2025 (the “Notes”) to be co-issued by the Issuers and initially guaranteed only by the Company on a senior unsecured basis.

The net proceeds from the offering will be used to repay all of the borrowings outstanding under EESLP’s term loan facility and a portion of the borrowings outstanding under EESLP’s revolving credit facility, and to pay a subsidiary of Archrock, Inc. (“Archrock”) $25.0 million in satisfaction of EESLP’s obligation to pay that sum following the occurrence of a qualified capital raise in accordance with the separation and distribution agreement entered into by the Company and certain of its affiliates and Archrock and certain of its affiliates in connection with the Company’s spin-off from Archrock.

The Notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Exterran Corporation
Exterran Corporation (NYSE: EXTN) is 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 include natural gas compression, process & treating and production equipment and water treatment solutions. Outside the United States, Exterran Corporation is a leading provider of full-service natural gas contract compression and a supplier of new, used, OEM and aftermarket parts and services. Exterran Corporation is headquartered in Houston, Texas and operates in approximately 30 countries.

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’s control, which could cause actual results to differ materially from such statements. As a result, such forward-looking statements are not guarantees of future performance or results.

While Exterran 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 the following: local, regional, national and international economic conditions and the impact they may have on Exterran and its customers; Exterran’s reduced profit margins or loss of market share resulting from competition or the introduction of competing technologies by other companies; Exterran’s reliance on Archrock and its affiliates for recurring oil and gas product sales revenues and its ability to secure new oil and gas product sales customers; 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 low price of oil or natural gas; Exterran’s ability to timely and cost-effectively execute projects; economic or political conditions in countries in which Exterran and its subsidiaries operate; changes in current exchange rates, including the risk of currency devaluations by foreign governments, and restrictions on currency repatriation; the inherent risks associated with Exterran’s operations, such as equipment defects, malfunctions and natural disasters; any non-performance by third parties of their contractual obligations; and changes in governmental safety, health, environmental and other regulations; Exterran’s ability to remediate each of the material weaknesses in its internal control environment, including the identification of additional control deficiencies; the results of governmental actions relating to current investigations; and the results of any shareholder actions relating to the recent restatement of Exterran’s financial statements.


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These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Exterran’s Annual Report on Form 10-K for the year ended December 31, 2016 and other filings with the Securities and Exchange Commission, which are available at www.sec.gov. Except as required by law, Exterran expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE
Exterran Corporation

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