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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549
____________
FORM 8-K
____________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 30, 2017
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EXTERRAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
____________
Delaware
(State or Other Jurisdiction
of Incorporation)
001-36875
(Commission
File Number)
47-3282259
(IRS Employer
Identification No.)
4444 Brittmoore Road
Houston, Texas 77041
(Address of Principal Executive Offices) (Zip Code)
(281) 836-7000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item Other Events.
8.01.
On March 30, 2017, Exterran Corporation (the “Company”) issued a press release announcing that Exterran Energy Solutions, L.P.
and EES Finance Corp., its wholly-owned subsidiaries, 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 those subsidiaries and initially guaranteed only
by the Company. 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. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein
by reference.
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 non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will not initially be
registered under the Securities Act or any state securities laws and may not be offered or sold absent an effective registration statement
or an applicable exemption from the registration requirements of the Securities Act or any state securities laws.
The information contained in this Current Report on Form 8-K, including the exhibit hereto, is neither an offer to sell nor the
solicitation of an offer to buy any of the Notes or any other securities.
Item
9.01.
Financial Statements and
Exhibits.
(d)
Exhibits.
Exhibit Number
99.1
Description
Press release dated March 30, 2017
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
EXTERRAN CORPORATION
/s/ Valerie L. Banner
Valerie L. Banner
Vice President and General Counsel
Date: March 30, 2017
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Exhibit Index
Exhibit Number
99.1
Description
Press release dated March 30, 2017
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Exhibit 99.1
Exterran Corporation Announces Upsizing and Pricing of Senior Notes Offering
HOUSTON -- March 30, 2017 -- 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.
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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.
SOURCE
Exterran Corporation
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