Business Context and Reporting Period
This Form 8-K is a current report filed by Exterran Holdings, Inc. (the registrant) on July 2, 2012, regarding events occurring on June 27, 2012. The filing addresses an organizational restructuring involving the company's subsidiaries and the assumption of debt obligations.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, or liquidity metrics. The primary financial data point disclosed is related to debt:
- Outstanding Debt: Approximately $143,750,000 in principal amount of 4.75% convertible senior notes due 2014 (originally issued by Hanover Compressor Company).
- Debt Instrument: The Notes are governed by an Indenture originally dated December 15, 2003, and subsequently amended.
Material Changes
On June 27, 2012, the company entered into a Ninth Supplemental Indenture to effectuate the following changes:
- Successor Assumption: Exterran Holdings, Inc. became the successor to Exterran Energy LLC (the successor to Hanover Compressor Company) under the Indenture.
- Obligation Transfer: Exterran Holdings, Inc. assumed all obligations and rights of Exterran Energy LLC regarding the Notes.
- Release of Subsidiary: Exterran Energy LLC was released from all obligations and covenants under the Indenture.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, or discussion of future risks. The document is strictly a legal notice of the entry into a material definitive agreement and the creation of a direct financial obligation by the registrant. No unusual items or contingencies were disclosed beyond the restructuring of the debt guarantee.
Investor Verification Checklist
- Verify the full text of the Ninth Supplemental Indenture (Exhibit 4.1) to confirm specific covenants and terms assumed by Exterran Holdings, Inc.
- Confirm the current status and conversion terms of the $143.75 million in 4.75% convertible senior notes due 2014.
- Review subsequent filings to ensure the release of Exterran Energy LLC from the Indenture was finalized without conditions precedent.