Exterran Holdings, Inc. (NYSE:EXH) announced today that its
board of directors has set a record date and a distribution date
for the spin-off of its international services and global
fabrication businesses into a stand-alone, publicly traded company
named Exterran Corporation. Exterran Corporation has applied to
list its common stock on the New York Stock Exchange under the
symbol “EXTN.”
Upon the completion of the spin-off, Exterran Holdings, which
will continue to own and operate its contract operations and
aftermarket services businesses in the United States, will be
renamed Archrock, Inc. and will trade on the New York Stock
Exchange under the symbol “AROC.” Exterran Partners, L.P., a
publicly traded master limited partnership controlled and partially
owned by Exterran Holdings, will be renamed Archrock Partners, L.P.
and will trade on the Nasdaq Global Select Market under the symbol
“APLP.”
Record Date and Distribution Date
The two companies will be separated through the distribution of
EXTN common stock to holders of Exterran Holdings common stock on a
pro rata basis. Exterran Holdings shareholders will receive one
share of EXTN common stock for every two shares of EXH common stock
held at the close of business on the record date of October 27,
2015. Subject to the satisfaction of the conditions to closing, the
distribution is expected to occur on November 3, 2015.
Following the distribution of EXTN common stock, Exterran
Corporation and Archrock will be independent publicly traded
companies, and Archrock will retain no equity interest in Exterran
Corporation.
No action is required by Exterran Holdings shareholders in order
to receive shares of EXTN common stock in the distribution.
Exterran Holdings shareholders entitled to receive shares of EXTN
common stock in the distribution will receive a book-entry account
statement reflecting their ownership of EXTN common stock, or their
brokerage account will be credited for the shares.
Trading of Exterran Holdings and Exterran Corporation Shares
Prior to the Distribution Date
In connection with the distribution, beginning on or shortly
before the record date and continuing up to and including the
distribution date, Exterran Holdings expects that there will be
three trading markets:
- In the “regular way” market, shares of Exterran Holdings common
stock will trade under the symbol “EXH” with an entitlement to
receive the EXTN common shares to be distributed on the
distribution date. Holders who sell Exterran Holdings common stock
in the regular way market on or before the distribution date will
also sell their right to receive EXTN common shares.
- In the “ex-distribution” market, shares of Exterran Holdings
common stock will trade under the symbol “EXH WI” without the right
to the EXTN common shares to be distributed on the distribution
date. Holders who sell Exterran Holdings common stock in the
ex-distribution market on or before the distribution date will
retain their right to receive EXTN common shares in the
distribution.
- In the “when-issued” market, the right to receive EXTN common
shares on the distribution date will trade under the symbol “EXTN
WI.” Holders who sell the right to EXTN common shares in the
when-issued market on or before the distribution date will retain
their shares of Exterran Holdings common stock.
Prior to the distribution, Exterran Holdings will mail an
information statement to all shareholders entitled to receive the
distribution of EXTN common stock. The information statement will
describe Exterran Corporation, including the risks of owning EXTN
common stock and other details regarding the distribution.
Investors are encouraged to consult with their financial and tax
advisors regarding the specific implications of buying or selling
shares of Exterran Holdings common stock on or before the
distribution date.
The completion of the spin-off is subject to the satisfaction or
waiver of certain customary conditions, including the receipt of an
opinion of counsel as to the tax-free nature of the transaction,
the execution of separation and intercompany agreements, the EXTN
common stock being authorized for listing on the NYSE and final
approval of the Exterran Holdings board of directors.
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.
Upon completion of the spin-off, Exterran Holdings will be
renamed Archrock, Inc. Archrock will be the leading provider of
natural gas contract compression services to customers throughout
the United States. In addition, Archrock will be a leading supplier
of aftermarket services to customers that own compression equipment
in the United States. Archrock will be headquartered in Houston,
Texas, operating in the major oil and gas producing regions in the
United States, with approximately 2,500 employees. Archrock will
continue to own an equity interest, including all of the general
partner interest, in Archrock Partners, L.P. (which Exterran
Partners will be renamed upon completion of the spin-off).
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.
Cautionary Information
While Exterran Holdings is committed to the spin-off, there can
be no assurance that any transaction will ultimately be consummated
and there can be no assurance of the terms or timing of such
transaction if it is consummated. Exterran Holdings may, at any
time and for any reason until the proposed transaction is complete,
abandon the separation or modify or change the terms of the
spin-off.
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 separation will be consummated; the timing of the
consummation of the proposed separation transaction; statements
regarding the trading of Exterran Holdings and Exterran Corporation
prior to the distribution date; the expected benefits from the
proposed spin-off; and Exterran Holdings’, Exterran Corporation’s
and Archrock Inc.’s (which Exterran Holdings will be renamed after
the spin-off) financial and operational strategies and ability to
successfully effect those strategies, their financial and
operational outlook and ability to fulfill that outlook, their
expectations regarding future economic and market conditions, and
demand for their 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, Exterran
Corporation’s or Archrock’s business. Among the factors that could
cause results to differ materially from those indicated by such
forward-looking statements are: local, regional, national and
international economic conditions and the impact they may have on
Exterran Holdings, Exterran Corporation, Archrock and their
customers; 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; delays, costs and difficulties that could impact the
completion and expected results of the proposed separation
transaction; Exterran Holdings’, Exterran Corporation’s and
Archrock’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.
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
Registration Statement on Form 10 and Exterran Holdings’ filings
with the Securities and Exchange Commission, which are available at
www.exterran.com. Except as required by law, Exterran Holdings and
Exterran Corporation 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/20151019006729/en/
Exterran Holdings, Inc.MediaSusan Moore,
281-836-7398InvestorsDavid Oatman, 281-836-7035
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