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
EXTERRAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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74-3204509 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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4444 Brittmoore Road Houston, Texas
(Address of principal executive offices)
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77041
(Zip Code) |
Registrant’s telephone number, including area code: (
713) 335-7000
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
August 20, 2007, pursuant to the Agreement and
Plan of Merger (the “
Merger
Agreement”), dated as of
February 5, 2007, as amended, by and among Exterran Holdings, Inc.
(formerly known as Iliad Holdings, Inc.) (the “
Company”), Hanover Compressor Company, a
Delaware corporation (“
Hanover”), Universal Compression Holdings, Inc., a Delaware
corporation (“
Universal”), Hector Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of
the Company (“
Hanover Merger Sub”), and Ulysses Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of
the Company (“
Universal Merger Sub”),
Universal Merger Sub merged with and into Universal (the “
Universal Merger”) and Hanover
Merger Sub merged with and into Hanover (the “
Hanover Merger” and together with the
Universal Mergers, the “
Mergers”). As a result of the Mergers, each of Universal and
Hanover became a wholly owned subsidiary of
the Company. Immediately following the completion of
the Mergers, Universal merged with and into
the Company.
Pursuant to the Universal Merger, each share of common stock of Universal, par value $0.01 per
share (the “
Universal Common Stock”), was converted into the right to receive one share of
the Company’s common stock, par value $0.01 per share. Pursuant to the Hanover Merger, each share
of common stock of Hanover, par value $0.001 per share (the “
Hanover Common Stock”), was
converted into the right to receive 0.325 shares of
the Company’s common stock. Pursuant to the
merger of Universal with and into
the Company, the capital stock of the surviving company of the
Universal Merger was canceled.
The issuance of
the Company’s common stock pursuant to the Mergers was registered under the
Securities Act of 1933, as amended, pursuant to
the Company’s registration statement on Form S-4
(File No.
333-141695) (the “
Registration Statement”) filed with the Securities and Exchange
Commission (the “
SEC”) and declared effective on
July 10, 2007. The definitive joint proxy
statement/prospectus of Universal and Hanover, dated
July 6, 2007, that forms a part of the
Registration Statement (the “
Joint Proxy Statement/Prospectus”) contains additional
information about the Mergers and the other transactions contemplated by the Merger Agreement,
including information concerning the interests of directors, executive officers and affiliates of
Universal and Hanover in the Mergers.
Pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the
“
Exchange Act”),
the Company’s common stock is deemed to be registered under Section 12(b)
of the Exchange Act.
The Company’s common stock has been approved for listing on the New York Stock
Exchange and is expected to begin trading under the symbol
“EXH” on
August 21, 2007.
Each of the Universal Common Stock and the Hanover Common Stock was registered pursuant to
Section 12(b) of the Exchange Act and listed on the New York Stock Exchange, and both the Universal
Common Stock and the Hanover Common Stock are being delisted from the New York Stock Exchange.
Each of Universal and Hanover expects to file a Form 15 with the SEC to terminate the registration
under Section 12(g) and 15(d) of the Exchange Act of the Universal Common Stock and the Hanover
Common Stock, respectively.
Item 5.01 Changes in Control of Registrant.
Upon the completion of the Mergers on
August 20, 2007, a change of control of
the Company
occurred. Immediately prior to the Universal Merger, Universal owned all of the issued and
outstanding equity interests in
the Company. Upon completion of the Mergers, pursuant to the terms
and conditions of the Merger Agreement, Universal contributed its interest in
the Company to the
Company, and the former stockholders of Universal and Hanover became the stockholders of the
Company in accordance with the share exchange provisions and ratios set forth in the Merger
Agreement. As a result of the Mergers, each of Universal and Hanover became a wholly owned
subsidiary of
the Company. Immediately following the completion of the Mergers, Universal merged
with and into
the Company.
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Item 7.01 Regulation FD Disclosure.
Item 8.01 Other Events.
Description of Capital Stock
General
The total number of authorized shares of capital stock of
the Company consist of 250 million
shares of common stock, par value one cent ($0.01) per share, and 50 million shares of preferred
stock, par value one cent ($0.01) per share.
Preferred Stock
The board of directors of
the Company is authorized, subject to any limitations prescribed by
law, to provide by resolution for the issuance of authorized and unissued shares of preferred stock
in one or more series, and by filing a certificate pursuant to the applicable law of the State of
Delaware, which certificate is referred to as a
“preferred stock designation,” to establish from
time to time the number of shares to be included in each such series, and to fix the designation,
powers, preferences, and rights, including voting rights and rights upon any liquidation of the
Company, of the shares of each such series and any qualifications, limitations or restrictions
thereof. The number of authorized shares of preferred stock may be increased or decreased (but not
below the number of shares of preferred stock then outstanding) by the affirmative vote of the
holders of a majority of the voting power of all of the then-outstanding shares of capital stock of
the Company entitled to vote thereon, without a separate class vote of the holders of the preferred
stock, or of any series thereof, unless a vote of any such holders is required pursuant to the
terms of any preferred stock designation.
Common Stock
The shares of Company common stock to be issued in the mergers have been duly authorized and
validly issued and will be fully paid and non-assessable. Except as otherwise required by
applicable law and subject to the rights of the holders of any series of preferred stock, each
registered holder of common stock will be entitled to one vote for each share of common stock held
by such holder on each matter properly submitted to the stockholders of
the Company for their vote;
provided, however, that, except as otherwise required by applicable law, holders of common stock of
the Company will not be entitled to vote on any amendment to the restated certificate of
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incorporation of
the Company (including any preferred stock designation) that relates solely
to the terms of one or more outstanding series of preferred stock if the holders of that affected
series of preferred stock are entitled, either separately or together as a class with the holders
of one or more other series of preferred stock, to vote thereon by law or pursuant to
the Company’s
restated
certificate of incorporation (including any preferred stock designation). The number of
authorized shares of common stock may be increased or decreased (but not below the number of shares
of common stock then outstanding) by the affirmative vote of the holders of a majority of the
voting power of all of the then-outstanding shares of capital stock of
the Company entitled to vote
thereon, without a separate class vote of the holders of the common stock.
The Company does not have a classified board of directors nor does it permit cumulative
voting. Holders of Company common stock are not entitled to any sinking fund provisions or
preemptive rights to subscribe for additional shares of Company common stock, nor are they liable
to further capital calls or to assessments by
the Company.
Subject to any preferential rights with respect to any series of outstanding preferred stock
and any restrictions that may be imposed by instruments governing any indebtedness of
the Company
or its
subsidiaries, holders of Company common stock are entitled to receive dividends when and as
declared by the board of directors of
the Company at its discretion out of legally available funds.
On liquidation, dissolution, sale or winding up of
the Company, holders of common stock are
entitled to share ratably in all assets remaining after payment of liabilities and satisfaction of
preferential rights.
Provisions that Have or May Have the Effect of Delaying or Prohibiting a Change in Control
Under
the Company’s restated
certificate of incorporation, the board of directors of the
Company has the full authority permitted by Delaware law to determine the voting rights, if any,
and designations, preferences, limitations and special rights of any series of the preferred stock.
The issuance of preferred stock could adversely affect the voting power of holders of Company
common stock and restrict their rights to receive payments upon liquidation of
the Company.
Further,
the Company’s restated
certificate of incorporation provides that a director may be
removed from office with or without cause. Subject to applicable law, however, if the board of
directors were to establish a series of preferred stock and provide that series with the right to
elect a director in the preferred stock designation, that director could be removed without cause
only by the holders of a majority of the shares of that series of preferred stock.
The Company’s restated
certificate of incorporation provides that any action required or
permitted to be taken by the stockholders must be effected at a duly called annual or special
meeting and may not be taken by written consent.
The
bylaws of
the Company further provide that special meetings of the stockholders of the
Company may be called only by the Chairman of the board of directors of
the Company, the President
of
the Company or the board of directors of
the Company acting pursuant to a resolution adopted by
a majority of the total number of authorized directors on the board of directors of
the Company
(regardless of whether there exist any vacancies in the authorized directorships). Stockholders are
not entitled to call special meetings of the stockholders of the
Company.
The provisions of
the Company’s restated
certificate of incorporation and
bylaws (1)
conferring on
the Company’s board of directors the full authority to issue preferred stock, (2)
limiting the right to remove a director elected by the holders of any series of preferred stock,
(3) requiring that stockholders act at a duly called meeting and (4) prohibiting stockholders from
calling a special meeting, in certain instances could have the effect of delaying, deferring or
preventing a change in control of
the Company or the removal of existing management.
Limitation on Directors’ and Officers’ Liability
The restated
certificate of incorporation of
the Company provides that a director of the
Company will not be personally liable to
the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability for any of the following:
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any breach of the director’s duty of loyalty to the Company or its stockholders, |
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acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, |
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payments of unlawful dividends or unlawful stock repurchases or redemptions, or |
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any transaction from which the director derived an improper personal benefit. |
The Company’s restated
certificate of incorporation further provides that if the Delaware
General Corporation Law (the
“DGCL”) is amended to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a director of
the Company
will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any
repeal or modification of the limitation of the directors’ liability to
the Company by the
stockholders of
the Company will not adversely affect any right or protection of a director of the
Company existing at the time of such repeal or modification.
The Company’s restated certificate of
incorporation and
bylaws also provide that
the Company will indemnify and advance expenses to its
officers and directors to the fullest extent permitted by applicable law. The inclusion of these
provisions in
the Company’s restated
certificate of incorporation and amended and restated
bylaws
may have the effect of reducing the likelihood of derivative litigation against directors and may
discourage or deter shareholders or management from bringing a lawsuit against directors for breach
of their fiduciary duty as a director, even though such an action, if successful, might otherwise
have benefited
the Company and the holders of Company common stock.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements.
The financial statements required by this item will be filed by amendment to this report.
(b) Pro Forma Information.
Pro forma financial information will be filed by amendment to this report.
(d) Exhibits.
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Description |
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2.1 |
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Agreement and Plan of Merger, dated as of February 5, 2007, by and among
Hanover Compressor Company, Universal Compression Holdings, Inc., Iliad Holdings, Inc.,
Hector Sub, Inc. and Ulysses Sub, Inc. |
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2.2 |
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Amendment No. 1, dated as of June 25, 2007, to Agreement and Plan of Merger, dated
as of February 5, 2007, by and among Hanover Compressor Company, Universal Compression
Holdings, Inc., Exterran Holdings, Inc. (formerly Iliad Holdings, Inc.), Hector Sub,
Inc. and Ulysses Sub, Inc. |
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3.1 |
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3.2 |
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Amended and Restated Bylaws of Exterran Holdings, Inc. |
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99.1 |
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99.2 |
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