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, visitwww.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.