HOUSTON--(BUSINESS WIRE)--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.
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.