Exterran Corporation (NYSE:EXTN) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

8 years ago

Exterran Corporation (NYSE:EXTN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

Indenture and Senior Notes due 2025

On April4, 2017, Exterran Corporation (the Company) and its
wholly-owned subsidiaries, Exterran Energy Solutions, L.P.
(EESLP) and EES Finance Corp. (Finance Corp. and, together with
EESLP, the Issuers), entered into an Indenture (the Indenture)
with Wells Fargo Bank, National Association, as trustee (the
Trustee), to which the Issuers issued, on the same day,
$375,000,000 aggregate principal amount of their 8.125% Senior
Notes due 2025 (the Notes). The Notes were issued in connection
with the completion of the previously announced private offering
of the Notes to a Purchase Agreement, dated as of March30, 2017,
among the Issuers, the Company and Wells Fargo Securities, LLC,
as representative (the Representative) of the initial purchasers
named therein (the Initial Purchasers), for the sale by the
Issuers, and the purchase by the Initial Purchasers of the Notes.

The net proceeds from the offering are expected to be
approximately $367.8 million, after deducting the Initial
Purchasers discounts and estimated offering expenses. The net
proceeds will be used to repay all of the borrowings outstanding
under EESLPs term loan facility and revolving credit facility,
and to pay AROC Corp., a subsidiary of Archrock Inc., $25.0
million in satisfaction of EESLPs obligation under the Companys
separation and distribution agreement with Archrock, Inc. to pay
AROC Corp. that sum promptly following the occurrence of a
qualified capital raise, with the balance to be used for general
corporate purposes.

The Notes will mature on May1, 2025. Interest on the Notes will
accrue from April4, 2017 at a rate of 8.125%per annum and will
payable semi-annually on May1 and November1 of each year,
commencing on November1, 2017.

Guarantees. The Notes will be initially guaranteed on a
senior unsecured basis by the Company. In addition, in the
future, the Notes will be guaranteed on a senior unsecured basis
by certain of the Companys subsidiaries that guarantee or
otherwise incur any other indebtedness of either Issuer or any
guarantor of the Notes (each, a Guarantor), in excess of $5.0
million under a Credit Facility (as defined in the Indenture). A
Guarantors guarantee (each, a Guarantee) of the Notes may be
released under certain circumstances specified in the Indenture.

Ranking. The Notes and the Guarantees will be the
Issuers and the Guarantors senior unsecured obligations and will
be: (i)equal in right of payment with all of the Issuers and the
Guarantors existing and future senior indebtedness and senior
guarantees; (ii)senior in right of payment to all of the Issuers
and the Guarantors future indebtedness and guarantees that are,
by their terms, expressly subordinated in right of payment to the
Notes or the Guarantees, as applicable; (iii)effectively junior
in right of payment to all of the Issuers and the Guarantors
existing and future secured indebtedness and secured guarantees
(including obligations under EESLPs credit facility), to the
extent of the value of the assets securing such indebtedness or
guarantees; and (iv)structurally junior in right of payment to
all existing and future indebtedness, guarantees and other
liabilities (including trade payables) and any preferred equity
of each of the Companys subsidiaries (other than the Issuers)
that is not a guarantor of the Notes.

Optional Redemption. At any time prior to May1, 2020,
the Issuers may redeem all or part of the Notes, at a redemption
price equal to the sum of: (1)50% of the principal amount
thereof, and (2) a Make Whole Premium (as defined in the
Indenture) as of the applicable redemption date, plus accrued and
unpaid interest, if any, to, but not including, the applicable
redemption date.

On or after May1, 2020, the Issuers may redeem all or part of the
Notes, at the redemption prices (expressed as percentages of the
principal amount) set forth below, plus accrued and unpaid
interest, if any, on the Notes to be redeemed to, but not
including, the applicable redemption date, if redeemed during the
twelve-month period beginning on May1 of the years indicated
below:


Year	Percentage
		106.094	%
		104.063	%
		102.031	%
2023 and thereafter		100.000	%

In addition, at any time prior to May1, 2020, the Issuers may on
any one or more occasions redeem up to 35% of the aggregate
principal amount of the Notes originally issued under the
Indenture, at a redemption price of 108.125% of the principal
amount, plus accrued and unpaid interest, if any, to, but not
including, the applicable redemption date, with an amount of cash
no greater than the net cash proceeds of one or more Equity
Offerings (as defined in the Indenture) by the Company, provided
that: (i)at least 65% of the aggregate principal amount of the
Notes originally issued under the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding
Notes held by the Company and its subsidiaries); and (ii)the
redemption occurs within 180 days of the date of the closing of
the related Equity Offering.

Change of Control Offer. If EESLP or the Company
experiences certain kinds of changes of control, unless the
Issuers have previously or concurrently exercised their right to
redeem all of the Notes as described under Optional Redemption
above or another exception applies under the Indenture, each
holder of Notes may require EESLP to repurchase all or a portion
of such holders Notes at a purchase price equal to 101% of the
principal amount of the Notes repurchased, plus accrued interest,
if any, to, but not including, the date of repurchase.

Asset Sale Proceeds. If the Company or its Restricted
Subsidiaries (as defined in the Indenture) sells certain assets
and do not repay certain debt or reinvest the proceeds of such
sales within certain time periods, EESLP must offer to repurchase
the Notes at 50% of their principal amount, plus accrued and
unpaid interest, if any, to the date of repurchase.

Covenants. The Indenture contains covenants limiting the
ability of the Company and its Restricted Subsidiaries to, among
other things:

incur additional debt or issue preferred stock;

pay dividends or distributions or repurchase equity or
subordinated debt;

make unscheduled principal payments on subordinated
indebtedness;

create liens or other encumbrances;

make investments, loans or other guarantees;

sell or otherwise dispose of a portion of its assets;

engage in transactions with affiliates; and

make acquisitions or merge or consolidate with another
entity.

These covenants are subject to exceptions and qualifications and
many of the covenants may be suspended under certain
circumstances specified in the Indenture.

Events of Default. The Indenture also provides for
customary events of default, including, without limitation,
payment defaults, covenant defaults, cross acceleration defaults
to certain other indebtedness in excess of specified amounts,
certain events of bankruptcy and insolvency and judgment defaults
in excess of specified amounts. If any such event of default
occurs and is continuing under the Indenture, the Trustee or the
holders of at least 25% in principal amount of the total
outstanding Notes may declare the principal of, and accrued and
unpaid interest, on, all the then outstanding Notes to be due and
payable immediately or, in the case of certain events of
bankruptcy and insolvency, the principal of, and accrued and
unpaid interest, on, all the then outstanding Notes shall become
immediately due and payable without any declaration or other act
on the part of the Trustee or the holders of Notes.

The foregoing summary of the Indenture is not complete and is
qualified in its entirety by reference to the full text of the
Indenture, a copy of which is attached hereto as Exhibit4.1.

Registration Rights Agreement

In connection with the issuance of the Notes, the Issuers and the
Company, as a Guarantor, entered into a registration rights
agreement with the Representative, dated as of April4, 2017 (the
Registration Rights Agreement). Under the Registration Rights
Agreement, the Issuers and the Guarantors agree to use their
commercially reasonable efforts to (a)consummate an offer to
exchange the Notes for notes (Exchange Notes) with terms
identical to those of the Notes (except that the Exchange Notes
will not be subject to restrictions on transfer or the payment of
additional interest) or (b)if such exchange offer is not
consummated, file and keep effective a shelf registration
statement with respect to resales of the Notes until the earlier
of one year following the effective date of the shelf
registration statement or such time as all Notes covered by the
shelf registration statement have been sold.If the Issuers and
the Guarantors fail to satisfy their registration obligations
under the Registration Rights Agreement by May 9, 2018 (400 days
after April 4, 2017), the Issuers will be required to pay
additional interest to the holders of the Notes as specified in
the Registration Rights Agreement.

The foregoing summary of the Registration Rights Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Registration Rights Agreement, a copy of which
is attached hereto as Exhibit4.3.

Item2.03.

Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item1.01 of this Current Report is
hereby incorporated by reference into this Item2.03.

Item9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

4.1		Indenture, dated as of April 4, 2017, by and among Exterran Energy Solutions, L.P., EES Finance Corp., Exterran Corporation, as parent, the subsidiary guarantors party thereto from time to time, and Wells Fargo Bank, National Association, as trustee.

4.2		Form of 8.125% Senior Notes due 2025 (included in Exhibit 4.1).

4.3		Registration Rights Agreement, dated as of April 4, 2017, by and among Exterran Energy Solutions, L.P., EES Finance Corp., Exterran Corporation and Wells Fargo Securities, LLC, for itself and as representative of the other Initial Purchasers.

About Exterran Corporation (NYSE:EXTN)
Exterran Corporation is engaged in the provision of compression, production and processing products and services that support the production and transportation of oil and natural gas around the world. The Company operates through three segments: contract operations, aftermarket services and product sales. The contract operations segment provides natural gas compression services, production and processing equipment services, and maintenance services to meet specific customer requirements on assets owned by it. The aftermarket services segment provides a range of services to support the surface production, compression and processing needs of customers, from parts sales and normal maintenance services to full operation of a customer’s owned assets. The product sales segment provides design, engineering, manufacturing, installation and sale of natural gas compression units, and accessories and equipment used in the production, treating and processing of crude oil and natural gas. Exterran Corporation (NYSE:EXTN) Recent Trading Information
Exterran Corporation (NYSE:EXTN) closed its last trading session down -0.37 at 29.80 with 270,763 shares trading hands.