Davis Polk & Wardwell acted as special product counsel for J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Wachovia Capital Markets, LLC and Credit Suisse Securities (USA) LLC as joint book-running managers of a $325 million registered offering by Exterran Holdings, Inc. of its 4.25% convertible senior notes due 2014. In connection with the offering, Exterran Holdings also entered into convertible note hedge and warrant transactions with affiliates of J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Wachovia Capital Markets, LLC and Credit Suisse Securities (USA) LLC.

Exterran Holdings, Inc. is engaged in the full-service natural gas compression business, providing operations, maintenance, service and equipment for oil and natural gas production, processing and transportation applications and operating in three primary business lines: contract operations, fabrication and aftermarket services. It had over $3 billion of revenues in 2008.

The Davis Polk corporate team included partners John M. Brandow and Ray Ibrahim and associates Marcel Fausten and James Chenard. The tax team included partner Michael Farber and associate Craig A. Phillips. All members of the Davis Polk team are based in the New York office.