HOUSTON, Jul 27, 2010 (BUSINESS WIRE) --
Exterran Holdings, Inc. (NYSE:EXH) and Exterran Partners, L.P.
(NASDAQ:EXLP) today announced that Exterran Partners has agreed to
acquire assets from Exterran Holdings for consideration currently valued
at approximately $214 million.
Highlights of this transaction include:
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Assets to be acquired by Exterran Partners include contracts serving
43 customers of Exterran Holdings and its affiliates, together with
approximately 580 compressor units used to provide compression
services under those contracts, comprising approximately 254,000
horsepower, representing approximately 6% (by available horsepower) of
the combined U.S. contract operations business of Exterran Holdings
and Exterran Partners.
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Consideration to be paid to affiliates of Exterran Holdings will
consist entirely of Exterran Partners' equity, comprised of
approximately 8.21 million common units and approximately 167,000
general partner units.
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The transaction is expected to expand Exterran Partners' contract
operations fleet to approximately 1.6 million horsepower which would
comprise approximately 39% (by available horsepower) of the combined
Exterran Holdings and Exterran Partners U.S. contract operations
business.
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The transaction is subject to certain closing conditions and is
expected to close in August 2010.
"We are pleased to continue to expand Exterran Partners' fee-based
business and enhance its market position as a leading provider of
natural gas contract operations services in the United States," said
David S. Miller, Chief Financial Officer of Exterran Partners' managing
general partner. "We believe this transaction will strengthen Exterran
Partners' financial position by increasing distributable cash flow and
improving its credit profile."
"We believe the transaction will create economic value for both Exterran
Holdings and Exterran Partners," added Ernie L. Danner, President and
Chief Executive Officer of Exterran Holdings. "We continue to view
Exterran Partners as the growth vehicle for our contract operations
business in the United States and are supportive of its continued
success."
In connection with and upon closing of the transaction, the omnibus
agreement between Exterran Partners and Exterran Holdings will be
amended to reflect extensions of the caps on operating costs and on
selling, general and administrative costs allocable from Exterran
Holdings to Exterran Partners (based on such costs incurred by Exterran
Holdings on behalf of Exterran Partners) for an additional year such
that the caps will now terminate on December 31, 2011, unless otherwise
extended.
The board of directors of the general partner of Exterran Partners
approved the transaction based on a recommendation from its conflicts
committee. The conflicts committee, which is comprised entirely of
independent directors, retained independent legal and financial advisors
to assist it in evaluating the transaction.
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
and its over 10,000 employees have operations in over 30 countries.
Exterran Partners, L.P. provides natural gas contract operations
services to customers throughout the United States. Exterran Holdings
indirectly owns a majority interest in Exterran Partners.
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 the Private Securities
Litigation Reform Act of 1995. 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 the
control of Exterran Holdings and Exterran Partners (the "Companies"),
which could cause actual results to differ materially from such
statements. Forward-looking information includes, but is not limited to,
statements regarding the ability of the Companies to complete their
proposed transaction and the expected timing of the closing of the
transaction; the expected benefits of the transaction to Exterran
Holdings and Exterran Partners; and Exterran Holdings' intention to
continue to offer the balance of its U.S. contract operations assets to
Exterran Partners.
While the Companies believe that the assumptions concerning future
events are reasonable, they caution that there are inherent difficulties
in predicting certain important factors that could impact the future
performance or results of their business. Among the factors that could
cause results to differ materially from those indicated by such
forward-looking statements are: changes in the capital and financial
markets that impact the effect of the drop-down of additional assets to
Exterran Partners; local, regional, national and international economic
conditions and the impact they may have on the Companies 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 and natural gas and the impact
on the price of oil and natural gas; Exterran Holdings' ability to
timely and cost-effectively obtain components necessary to conduct the
Companies' business; changes in political or economic conditions in key
operating markets, including international markets; changes in safety
and environmental regulations pertaining to the production and
transportation of oil and natural gas; as to each of the Companies, the
performance of the other entity; and the failure to satisfy the
conditions to the closing of the transaction.
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, 2009, Exterran Partners' Annual Report on Form 10-K for the
year ended December 31, 2009, and those set forth from time to time in
the Companies' filings with the Securities and Exchange Commission,
which are currently available at www.exterran.com.
Except as required by law, the Companies 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.
SOURCE: Exterran Holdings, Inc. and Exterran Partners, L.P.
Exterran
Investors:
David Oatman, 281-836-7035
Media:
Susan Nelson, 281-836-7297