- Additional nominations in
contemplation of Exterran Holdings’ previously announced plan to
separate its international services and global fabrication
businesses into a new publicly traded company (“SpinCo”)
Exterran Holdings, Inc. (NYSE:EXH) today announced that its
Board of Directors (“Board”) has nominated the following
individuals for election to the Exterran Holdings Board at the
Company’s 2015 Annual Meeting of Stockholders on April 28,
2015:
- Anne-Marie N. Ainsworth – former
President and Chief Executive Officer of the general partner of
Oiltanking Partners, L.P.;
- Frances Powell Hawes – independent
financial consultant and former Chief Financial Officer of NCI
Building Systems, Inc.;
- James H. Lytal – independent energy
consultant and former President of Gulfterra Energy Partners
LP;
- Richard R. Stewart- former President
and Chief Executive Officer of GE Aero Energy; and
- Ieda Gomes Yell – Managing Director of
Energix Strategy Ltd. and former President of BP Brazil.
Stephen M. Pazuk, who has served as a director since 2004, will
cease service on the Board after the 2015 Annual Meeting.
“In November 2014, we announced a plan to separate Exterran’s
international contract operations, international aftermarket
services and global fabrication businesses into an independent,
publicly traded company in the second half of 2015,” said Mark
Sotir, Executive Chairman of the Board. “Our Board has nominated
these additional well qualified director candidates in anticipation
of certain of Exterran’s directors resigning from the Board at the
time of the separation in order to join the board of directors of
the new publicly traded company. We have not yet reached a final
determination regarding which directors will remain on Exterran’s
Board and which directors will join the board of directors of
SpinCo at the time of the separation.”
“We are excited about the nominations of these accomplished
candidates,” added Brad Childers, Exterran’s President and Chief
Executive Officer. “Each brings significant business experience and
perspective and, we believe, will make meaningful contributions to
the board of directors of Exterran, or the new company.”
Mr. Childers continued, “With the filing of SpinCo’s initial
Form 10 Registration Statement with the U.S. Securities and
Exchange Commission late last week, as well as these nominations
and progress on our internal work to separate our businesses, we
remain on track with the transaction and expect to complete it in
the second half of 2015.”
“Finally, on behalf of the Board of Directors and management, I
want to thank Steve Pazuk for his significant contributions to
Exterran,” said Mr. Childers. “Steve has been a valued member of
the Board for many years, as well as a valued friend to many of us
at Exterran. We will miss Steve and wish him all the best.”
About Anne-Marie N. Ainsworth
Ms. Ainsworth served as President, Chief Executive Officer and
director of the general partner of Oiltanking Partners, L.P. and as
President and Chief Executive Officer of Oiltanking Holding
Americas, Inc. from November 2012 to March 2014. She previously
served as Senior Vice President of Refining of Sunoco, Inc. from
November 2009 to March 2012. Prior to joining Sunoco, Ms. Ainsworth
was employed by Motiva Enterprises, LLC, where she was the General
Manager of the Motiva Norco refinery in Norco, Louisiana from 2006
to 2009. From 2003 to 2006, she was Director of Management Systems
& Process Safety at Shell Oil Products U.S., and from 2000 to
2003 she was Vice President of Technical Assurance at Shell Deer
Park Refining Company. Ms. Ainsworth is a director of Pembina
Pipeline Corporation and Seventy Seven Energy Inc. Ms. Ainsworth
holds a B.S. in Chemical Engineering from the University of Toledo
and an M.B.A. from Rice University, where she served as an Adjunct
Professor from 2000 to 2009.
About Frances Powell Hawes
Ms. Powell Hawes has been an independent financial consultant
since December 2013. Previously, she served as Chief Financial
Officer of New Process Steel, L.P. from September 2012 through
December 2013. She was Senior Vice President and Chief Financial
Officer of American Electric Technologies, Inc. from September 2011
to September 2012, and Interim Chief Financial Officer of Sterling
Chemicals, Inc. from 2009 to 2010. Prior to joining Sterling
Chemicals, Ms. Powell Hawes served as Executive Vice President and
Chief Financial Officer of NCI Building Systems, Inc. from 2005 to
2008; financial advisor to London Merchant Securities LPC from 2003
to 2005; Chief Financial Officer of Dovarri, Inc. from 2002 to
2003; Chief Financial Officer and Treasurer of Grant Prideco, Inc.
from 2000 to 2001; and Chief Accounting Officer, Vice President
Accounting and Controller of Weatherford International Ltd. from
1990 to 2000. Ms. Powell Hawes is a director of Energen Corporation
and a director of the Houston Area Women’s Center. From January
2011 to November 2014, she was a director of Express Energy
Services and previously served as a director of Financial
Executives International, Houston Chapter. Ms. Powell Hawes is a
Certified Public Accountant and holds a B.B.A. in Accounting from
the University of Houston.
About James H. Lytal
Mr. Lytal has served as a Senior Advisor for Global
Infrastructure Partners since April 2009. From 1994 to 2004, he
served as President of Leviathan Gas Pipeline Partners, which later
became El Paso Energy Partners, and then Gulfterra Energy Partners,
where he served on the board of directors. In 2004, Gulfterra
merged with Enterprise Products Partners, where he served as
Executive Vice President until 2009. From 1980 to 1994, Mr. Lytal
held a series of commercial, engineering and business development
positions with various companies engaged in oil and gas exploration
and production and gas pipeline services. He is a director and a
member of the compensation committee and the nominating and
corporate governance committee of SemGroup Corporation, and he is a
director, member of the audit committee and chairman of the
conflicts committee of Marlin Midstream GP, LLC, the general
partner of Marlin Midstream Partners, LP. Mr. Lytal received a B.S.
in Petroleum Engineering from the University of Texas at
Austin.
About Richard R. Stewart
From February 1998 until his retirement in 2006, Mr. Stewart
served as President and Chief Executive Officer of GE Aero Energy,
a division of GE Power Systems, and as an officer of General
Electric Company. Mr. Stewart’s career at General Electric began in
February 1998 following General Electric’s acquisition of the gas
turbine business of Stewart & Stevenson Services, Inc., where
Mr. Stewart served in various positions since 1972, including Group
President and member of the board of directors. Mr. Stewart is a
director and chairman of the governance committee of Eagle
Materials Inc., director and chairman of the audit committee of
Kirby Corporation and director of TAS. He served as a director of
Lufkin Industries, Inc. from October 2009 until its acquisition by
GE Oil & Gas in July 2013. Mr. Stewart holds a B.B.A. in
Finance from the University of Texas.
About Ieda Gomes Yell
Ms. Gomes has been Managing Director of Energix Strategy Ltd.
since October 2011. Before forming Energix, she served in a number
of positions with BP plc and its subsidiaries from 1998 to 2011,
including President of BP Brazil, Vice President of Regulatory
Affairs and Vice President of Market Development at BP Solar and
Vice President of Pan American Energy. Prior to joining BP, Ms.
Gomes held a number of positions with Companhia de Gas de São
Paulo, or Comgas, before being named President and Chief Executive
Officer in 1995, a position she held until 1998. Ms. Gomes is
currently a non-executive director and member of the Audit and Risk
and Strategic Committees at Bureau Veritas SA, a director and chair
of the corporate governance committee at InterEnergy Holdings; a
Councillor of the Brazilian Chamber of Commerce in Great Britain; a
founding director of WILL Latam — Women in Leadership in Latin
America; member of the advisory board of Crystol Energy; and a
member of the advisory board of Comgas and of the Infrastructure
Department of the São Paulo Federation of Industries. Ms. Gomes is
a senior visiting research fellow at the Oxford Institute of Energy
Studies (United Kingdom) and Fundação Getulio Vargas Energia
(Brazil) and serves as the independent chair of British Taekwondo.
She holds a B.S. in Chemical Engineering from the University of
Bahia, Brazil and an MSc. in Environmental Engineering and Energy
respectively from the Polytechnic School of Lausanne, Switzerland
and the University of São Paulo, Brazil.
Additional Information
Exterran Holdings, Inc. has filed a proxy statement (the "Proxy
Statement") with the Securities and Exchange Commission (the "SEC")
in connection with the solicitation of proxies for the 2015 Annual
Meeting. Details concerning the nominees of Exterran Holding’ Board
of Directors for election at the 2015 Annual Meeting are included
in the Proxy Statement. This press release may be deemed to be
solicitation material in respect of the 2015 Annual Meeting. In
connection with the 2015 Annual Meeting, Exterran Holdings will
file with, or furnish, to the SEC all additional relevant
materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
STOCKHOLDERS OF EXTERRAN HOLDINGS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING EXTERRAN
HOLDINGS’ DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors and stockholders may obtain a copy of the definitive
Proxy Statement and other documents filed by Exterran Holdings free
of charge from the SEC's website, www.sec.gov. Exterran Holdings’
stockholders also may obtain, without charge, a copy of the
definitive Proxy Statement and other relevant documents by
directing a request by mail to Investor Relations, Exterran
Holdings, Inc., 16666 Northchase Drive, Houston, Texas 77060, or
from Exterran Holdings’ website at www.exterran.com.
Exterran Holdings and its directors and executive officers and
certain other members of its management and employees may be deemed
to participate in the solicitation of proxies in respect of the
2015 Annual Meeting. Additional information regarding the interests
of such potential participants is included in the definitive Proxy
Statement.
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.
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 possibility that the
proposed transaction will be consummated and the timing of its
consummation, the expected benefits from the proposed transaction,
the composition of the respective boards of directors of SpinCo and
Exterran Holdings following the consummation of the proposed
transaction, statements relating to the individuals nominated for
election to the Board of Exterran Holdings at its 2015 Annual
Meeting of Stockholders and the financial and operational
strategies of SpinCo and Exterran Holdings following the proposed
transaction and their respective ability to successfully effect
those strategies.
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 Exterran Holdings,
SpinCo 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’ 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, 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 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.
for Exterran Holdings, Inc.MediaSusan Moore,
281-836-7398orInvestorsDavid Oatman, 281-836-7035
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