As filed with the U.S. Securities and Exchange Commission on February 28, 2020
RegistrationNo. 333-223605
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
To
FORMS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Exterran Corporation*
* And each of the additional registrants listed on the next page
(Exact name of Registrant as specified in its charter)
Delaware | 47-3282259 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
11000 Equity Drive
Houston, Texas 77041
(281)836-7000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Valerie L. Banner
Senior Vice President, General Counsel & Corporate Secretary
Exterran Corporation
11000 Equity Drive
Houston, Texas 77041
(281)836-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Keith M. Townsend
Zachary L. Cochran
King & Spalding LLP
1180 Peachtree Street, NE
Atlanta, Georgia 30309
(404)572-4600
Approximate date of commencement of proposed sale to the public:Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
TABLE OFCO-REGISTRANTS
State of Incorporation / Formation | Primary Standard Industrial Classification Code | IRS Employer Identification No. | ||||||
Exterran Energy Solutions, L.P. | Delaware | 1531 | 75-2344249 | |||||
EES Finance Corp. | Delaware | 1531 | not applied for (1) |
(1) | Does not have any employees |
The address for each additional registrant is 11000 Equity Drive Houston, Texas 77041.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on FormS-3 (FileNo. 333-223605) (the “Registration Statement”), of Exterran Corporation (the “Registrant”), and theco-registrants listed in the table above, is being filed to remove and withdraw from registration all securities registered pursuant to the Registration Statement which remain unissued and unsold. The Registrant has filed a new Registration Statement on FormS-3 due to the fact that the Registrant no longer qualifies as a well-known seasoned issuer (as such term is defined in Rule 405 under the Securities Act) because the worldwide market value of the Registrant’s outstanding common stock held bynon-affiliates was less than $700 million during the60-day period preceding the date it filed its Annual Report on Form10-K for the year ended December 31, 2019. Accordingly, the Registrant is filing this Post-Effective Amendment No. 1 to deregister all securities that remain unsold under the Registration Statement and has filed a new Registration Statement on FormS-3 with an EDGAR submission type for anon-automatic shelf registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 28, 2020.
Exterran Corporation | ||
By: | /s/ Valerie L. Banner | |
Name: Valerie L. Banner | ||
Title: Senior Vice President, General Counsel & Corporate Secretary |
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 of the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 28, 2020.
Exterran Energy Solutions, L.P. | ||||
By: | Exterran General Holdings LLC, its general partner | |||
By: | /s/ Valerie L. Banner | |||
Name: Valerie L. Banner | ||||
Title: Manager |
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 of the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 28, 2020.
EES Finance Corp. | ||
By: | /s/ Valerie L. Banner | |
Name: Valerie L. Banner | ||
Title: Director |
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 of the Securities Act of 1933.