SEC Filing Summary: Exterran Holdings, Inc. (Form 8-K)
Business Context and Reporting Period
This Form 8-K was filed by Exterran Holdings, Inc. on November 20, 2007. The filing reports a temporary suspension of trading under the registrant's employee benefit plans. Note: While the request metadata references "Archrock, Inc.", the filing text explicitly identifies the registrant as Exterran Holdings, Inc.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on administrative changes to employee benefit plans and associated trading restrictions.
Material Changes
The primary material event is the restructuring of employee retirement plans:
- Plan Merger: The Universal Compression, Inc. 401(k) Retirement and Savings Plan will merge into The Hanover Company Savings Plan, which will be renamed the Exterran 401(k) Retirement Savings Plan.
- ESSP Amendment: The Universal Compression, Inc. Employee Supplemental Savings Plan (ESSP) will be amended to transfer Section 409A amounts to the new Exterran Deferred Compensation Plan and will be frozen.
- Record Keeper Change: A change in record keeper for both plans necessitates a temporary suspension of trading.
Outlook, Risks, and Unusual Items
Trading Blackout Period:
- Dates: December 18, 2007, through the week of January 13, 2008 (anticipated completion).
- Restrictions: Participants cannot direct or diversify investments or request distributions from the Universal 401(k) Plan (except for new contributions). ESSP participants cannot diversify investments.
- Executive Restrictions: Pursuant to Section 306(a) of the Sarbanes-Oxley Act, directors and executive officers are prohibited from purchasing, selling, or transferring shares of Exterran common stock acquired through service during the blackout period.
Investor Verification Checklist
- Confirm the exact end date of the trading blackout period, as the filing states it is anticipated to be the week of January 13, 2008.
- Verify the specific terms of the new Exterran Deferred Compensation Plan for transferred ESSP amounts.
- Review the attached Exhibit 99.1 for the full text of the notice sent to directors and officers regarding trading restrictions.
- Clarify the relationship between Exterran Holdings, Inc. and Archrock, Inc., as the filing metadata and document content reference different entities.