Exterran Corporation (NYSE: EXTN) (“Exterran” or the “Company”) today
announced that Exterran Energy Solutions, L.P. (“EESLP”) and EES Finance
Corp. (together with EESLP, the “Issuers”), both wholly-owned
subsidiaries of the Company, upsized and priced their private offering
of $375.0 million aggregate principal amount of 8.125% senior unsecured
notes due 2025 (the “Notes”) to be co-issued by the Issuers and
initially guaranteed only by the Company on a senior unsecured basis.
The offering was upsized from the previously announced $300 million
aggregate principal amount. The Notes priced at 100.000% of their
principal amount and the settlement of the offering is expected to occur
on April 4, 2017, subject to customary closing conditions.
The net proceeds from the offering will be used to repay all of the
borrowings outstanding under EESLP’s term loan facility and revolving
credit facility, and to pay a subsidiary of Archrock, Inc. (“Archrock”)
$25.0 million in satisfaction of EESLP’s obligation to pay that sum
following the occurrence of a qualified capital raise in accordance with
the separation and distribution agreement entered into by the Company
and certain of its affiliates and Archrock and certain of its affiliates
in connection with the Company’s spin-off from Archrock, with the
balance to be used for general corporate purposes.
The Notes will be offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to certain non-U.S. persons outside the United
States in accordance with Regulation S under the Securities Act. The
Notes have not been registered under the Securities Act and may not be
offered or sold absent registration or an applicable exemption from the
registration requirements of the Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale is unlawful.
About Exterran Corporation
Exterran Corporation (NYSE: EXTN) is 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 include natural gas compression,
process & treating and production equipment and water treatment
solutions. Outside the United States, Exterran Corporation is a leading
provider of full-service natural gas contract compression and a supplier
of new, used, OEM and aftermarket parts and services. Exterran
Corporation is headquartered in Houston, Texas and operates in
approximately 30 countries.
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 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’s control, which could cause actual results to differ
materially from such statements. As a result, such forward-looking
statements are not guarantees of future performance or results.
While Exterran 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 business. Among the factors that could
cause results to differ materially from those indicated by such
forward-looking statements are the following: local, regional, national
and international economic conditions and the impact they may have on
Exterran and its customers; Exterran’s reduced profit margins or loss of
market share resulting from competition or the introduction of competing
technologies by other companies; Exterran’s reliance on Archrock and its
affiliates for recurring oil and gas product sales revenues and its
ability to secure new oil and gas product sales customers; 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 low price of oil
or natural gas; Exterran’s ability to timely and cost-effectively
execute projects; economic or political conditions in countries in which
Exterran and its subsidiaries operate; changes in current exchange
rates, including the risk of currency devaluations by foreign
governments, and restrictions on currency repatriation; the inherent
risks associated with Exterran’s operations, such as equipment defects,
malfunctions and natural disasters; any non-performance by third parties
of their contractual obligations; and changes in governmental safety,
health, environmental and other regulations; Exterran’s ability to
remediate each of the material weaknesses in its internal control
environment, including the identification of additional control
deficiencies; the results of governmental actions relating to current
investigations; and the results of any shareholder actions relating to
the recent restatement of Exterran’s financial statements.
These forward-looking statements are also affected by the risk factors,
forward-looking statements and challenges and uncertainties described in
Exterran’s Annual Report on Form 10-K for the year ended December 31,
2016 and other filings with the Securities and Exchange Commission,
which are available at www.sec.gov.
Except as required by law, Exterran expressly disclaims any intention or
obligation to revise or update any forward-looking statements, whether
as a result of new information, future events or otherwise.
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