HOUSTON--(BUSINESS WIRE)--Oct. 19, 2015--
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151019006729/en/
Source: Exterran Holdings, Inc.
Exterran Holdings, Inc.
Media
Susan Moore, 281-836-7398
Investors
David
Oatman, 281-836-7035