Business Context and Reporting Period
This Form 8-K is filed by Exterran Holdings, Inc. (noting the request metadata references Archrock, Inc., which is the successor entity) on August 11, 2010. The report details the entry into a material definitive agreement and the closing of a transaction involving the conveyance of assets to Exterran Partners, L.P. (the Partnership).
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses on corporate structure and contractual amendments rather than financial performance data.
Material Changes
- Amendment to Omnibus Agreement: On August 11, 2010, the company amended the Second Amended and Restated Omnibus Agreement. This amendment extends the term of caps on the Partnership's obligation to reimburse the company for selling, general, and administrative costs and allocated operating costs by one year, with the new termination date set for December 31, 2011.
- Transaction Closing: On August 12, 2010, the company announced the closing of the transaction contemplated by the Contribution, Conveyance and Assumption Agreement dated July 26, 2010.
- Ownership Structure: Following the transaction, the company indirectly holds approximately 74% of the limited partner interest in the Partnership and an approximate 2% general partner interest and incentive distribution rights.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard disclosure of related party relationships. The document notes that certain individuals serve as officers and directors of both the registrant and its subsidiaries, including the Partnership.
Investor Verification Checklist
- Verify the specific terms of the Contribution, Conveyance and Assumption Agreement dated July 26, 2010, referenced in the July 28, 2010 Form 8-K.
- Review the full text of the amended Omnibus Agreement (Exhibit 10.27 to the 2010 Form 10-K) to understand the cost reimbursement caps.
- Confirm the press release filed as Exhibit 99.1 for details on the August 12, 2010 transaction closing.
- Clarify the corporate name discrepancy between the filing (Exterran Holdings, Inc.) and the request metadata (Archrock, Inc.) to ensure correct entity tracking.