ARCHROCK,INC. (NYSE:AROC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On March7, 2019, Archrock Partners, L.P. (the “Partnership”), its wholly owned subsidiary, Archrock Partners Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), and Archrock,Inc., as parent guarantor (the “Company”), and the other subsidiary guarantors thereto (together with Company, the “Guarantors”), entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), with respect to a private offering (the “Offering”) by the Issuers of $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2027 (the “Notes”) of the Issuers, along with the related guarantees (the “Guarantees”) of the Notes. The Offering is expected to close on or about March21, 2019, subject to customary closing conditions.
The Notes and Guarantees will be issued and sold to the Initial Purchasers to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to Section4(a)(2)thereunder. The Initial Purchasers intend to resell the Notes and Guarantees (i)inside the United States to “qualified institutional buyers,” as defined in Rule144A (“Rule144A”) under the Securities Act in private sales exempt from registration under the Securities Act in accordance with Rule144A, and (ii)to other eligible purchasers to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act (“Regulation S”) in accordance with Regulation S. The Notes and Guarantees have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The issue price for the Notes and Guarantees was 50% of their principal amount. The Partnership intends to use the approximately $491 million of net proceeds of the Offering, after deducting discounts and estimated offering expenses, to redeem the Partnership’s 6.000% senior notes due 2021 (the “2021 Notes”) and partially repay outstanding borrowings under its revolving credit facility.
The Purchase Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification (including indemnification for liabilities under the Securities Act) and contribution obligations and other terms and conditions customary in agreements of this type.
Certain of the Initial Purchasers or their affiliates perform and have performed commercial and investment banking and advisory services for the Partnership from time to time for which they receive and have received customary fees and expenses. In particular, affiliates of certain of the Initial Purchasers are lenders under the Partnership’s revolving credit facility and therefore may receive their pro rata share of any proceeds from the sale of the Notes that are used to repay borrowings under the Partnership’s revolving credit facility. The Initial Purchasers may, from time to time, engage in transactions with and perform services for the Partnership in the ordinary course of their business, for which they will receive fees and expenses.
In addition, the Issuers and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities for a period of 60 days after the date of the Purchase Agreement without the prior consent of J.P. Morgan Securities LLC.
The summary of the Purchase Agreement set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit10.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On March7, 2019, the Company issued a press release announcing the Partnership’s and Finance Corp.’s intention, subject to market and other conditions, to commence the Offering. A copy of the press release is furnished herewith as Exhibit99.1 and is incorporated herein by reference.
On March7, 2019, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished herewith as Exhibit99.2 and is incorporated herein by reference.
On March 7, 2019, the Company issued a press release announcing the Partnership’s intention to redeem, subject to the consummation of the Offering, all of the Partnership’s outstanding 6.000% Senior Notes due 2021. A copy of the press release is furnished herewith as Exhibit 99.3 and is incorporated herein by reference.
The information included in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 attached hereto are being furnished and shall not be deemed “filed” for the purpose of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 attached hereto shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended.
Archrock, Inc. Exhibit
EX-10.1 2 a19-6140_1ex10d1.htm EX-10.1 Exhibit 10.1 PURCHASE AGREEMENT $500,…
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About ARCHROCK,INC. (NYSE:AROC)
Archrock, Inc., formerly Exterran Holdings, Inc., is a natural gas contract operations services company. The Company also provides natural gas compression services to customers in the oil and natural gas industry throughout the United States and supplies aftermarket services to customers that own compression equipment in the United States. The Company’s segments include contract operations and aftermarket services. The contract operations segment primarily provides natural gas compression services to meet specific customer requirements. The aftermarket services segment sells parts and components, and provides operation, maintenance, overhaul and reconfiguration services to customers having compression and oilfield power generation equipment. The Company also has equity interest in Archrock Partners, L.P. (the Partnership), a master limited partnership that provides natural gas contract operations services to customers throughout the United States.