SecProbe.io

March 13, 2020
Valerie L. Banner
General Counsel
Exterran Corp
11000 Equity Drive
Houston, Texas 77041
Re:Exterran Corp
Registration Statement on Form S-3
Filed on February 28, 2020
File No. 333-236777
Dear Ms. Banner:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.
Registration Statement on Form S-3 filed on February 28, 2020
Anti-Takeover Effects of Provisions of Our Organizational Documents, page 6
1.We note that provision nine of your restated Delaware certificate of incorporation
identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any ``derivative action.´´ Please disclose in your registration
statement whether this provision applies to actions arising under the Securities Act or the
Exchange Act. In this regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise

 FirstName LastNameValerie L. Banner
 Comapany NameExterran Corp
 March 13, 2020 Page 2
 FirstName LastName
Valerie L. Banner
Exterran Corp
March 13, 2020
Page 2
your disclosure to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please tell us how you will ensure that investors
will be informed in future filings that the provision does not apply to any actions arising
under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Morris at (202) 551-3314 or Erin Jaskot at (202) 551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Keith Townsend, Esq.