ARCHROCK PARTNERS, L.P. (NASDAQ:APLP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive
Agreement
First Amendment to Fourth Amended and Restated
Omnibus Agreement
In connection with the completion of the transactions
contemplated by the Contribution, Conveyance and Assumption
Agreement, dated October31, 2016 (the Contribution Agreement), as
described in a Current Report on Form8-K filed on November3, 2016
by Archrock Partners, L.P. (the Partnership or we), on
November19, 2016, we entered into a First Amendment to Fourth
Amended and Restated Omnibus Agreement (the Omnibus Amendment)
with Archrock,Inc. (AROC), Archrock Services, L.P. (OpCo),
Archrock Services Leasing LLC (Archrock Leasing), Archrock GP LP
LLC (LP LLC), Archrock GP LLC (GP LLC), Archrock MLP LP LLC (MLP
LP LLC), Archrock General Partner, L.P. (GP), Archrock Partners
Operating LLC (APLP Operating) and Archrock Partners Leasing LLC
(APLP Leasing). The omnibus agreement governs several
relationships between us and AROC, including:
1. Certain agreements not to compete between us and our
affiliates, on the one hand, and AROC and its affiliates, on the
other hand;
2. AROCs obligation to provide all operational staff, corporate
staff and support services reasonably necessary to run our
business and our obligation to reimburse AROC for the provision
of such services;
3. The terms under which we, AROC and our respective affiliates
may transfer compression equipment;
4. AROCs licensing of certain intellectual property to us,
including our and AROCs logos; and
5. Our obligation to indemnify AROC for certain liabilities, and
AROCs obligation to indemnify us for certain liabilities.
The omnibus agreement is hereby incorporated by reference to
Exhibit10.8 to our Annual Report on Form10-K filed on February29,
2016.
The Omnibus Amendment amends the omnibus agreement to:
1. Extend the terms of certain non-competition and equipment
transfer provisions for an additional year such that they will
now terminate on December31, 2018; and
2. Restate the schedules that identify the customers of AROC and
its subsidiaries (other the Partnership and its subsidiaries), on
the one hand, and the Partnership and its subsidiaries, on the
other hand.
Each of the parties to the omnibus agreement, other than AROC, is
a direct or indirect subsidiary of AROC. As a result, certain
individuals, including officers of AROC and officers and
directors of GP LLC, serve as officers and/or directors of more
than one of such entities. Also, AROC holds (as of the date of
this Form8-K, after giving effect to the common units issued to
MLP LP LLC in connection with the completion of the transactions
contemplated by the Contribution Agreement) an approximate 43%
limited partner interest in us through its subsidiaries and an
approximate 2% general partner interest and incentive
distribution rights in us through its indirect ownership of GP,
our general partner.
Item 3.02 Unregistered Sales of Equity
Securities
In connection with the completion of the transactions
contemplated by the Contribution Agreement, on November 19, 2016,
we issued 5,482,581 common units representing limited partner
interests in the Partnership (Common Units) to MLP LP LLC. The
issuance of the Common Units was completed in reliance
upon the exemption from the registration requirements of the
Securities Act of 1933, as amended, afforded by Section4(a)(2),
as a transaction by an issuer not involving a public offering.
Item 7.01 Regulation FD
Disclosure
On November21, 2016, we announced the completion of the
transactions contemplated by the Contribution Agreement and
described in Item 1.01 above.A copy of the press release is
furnished as Exhibit99.1 hereto.
The information furnished to this Item7.01, including
Exhibit99.1, shall not be deemed to be filed for the purposes
of Section18 of the Securities Exchange Act of 1934, as
amended, and will not be incorporated by reference into any
filing under the Securities Act of 1933, as amended, unless
specifically identified therein as being incorporated therein
by reference.
Item9.01 Financial Statements and
Exhibits
(d)Exhibits
|
ExhibitNo. |
|
Description |
|
99.1 |
Press release of Archrock,Inc. and Archrock Partners, |
About ARCHROCK PARTNERS, L.P. (NASDAQ:APLP)
Archrock Partners, L.P., formerly Exterran Partners, L.P., is engaged in the United States natural gas compression business. The Company provides contract operations services, including the personnel, equipment, tools, materials and supplies to meet its customers’ natural gas compression needs. The Company’s contract operations services primarily include designing, sourcing, owning, installing, operating, servicing, repairing and maintaining equipment to provide natural gas compression services to its customers. Its Company’s natural gas compressor fleet includes approximately 6,490 units, with a total aggregate horsepower of over 3,320,000. Its customers include various companies engaged in various aspects of the oil and natural gas industry, including natural gas producers, processors, gatherers, transporters and storage providers. The Company’s general partner, Archrock General Partner, L.P., conducts its business and manages its operations through Archrock Partners Operating LLC. ARCHROCK PARTNERS, L.P. (NASDAQ:APLP) Recent Trading Information
ARCHROCK PARTNERS, L.P. (NASDAQ:APLP) closed its last trading session down -0.59 at 14.43 with 74,311 shares trading hands.
