ARCHROCK,INC. (NYSE:AROC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 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,Inc. (AROC or we), on November19, 2016, we entered
into a First Amendment to Fourth Amended and Restated Omnibus
Agreement (the Omnibus Amendment) with Archrock Services, L.P.,
Archrock GP LLC (GP LLC), Archrock General Partner, L.P. (GP),
Archrock Partners Operating LLC and Archrock Partners, L.P. (the
Partnership). The omnibus agreement governs several relationships
between us and the Partnership, including:
1. Certain agreements not to compete between us and our
affiliates, on the one hand, and the Partnership and its
affiliates, on the other hand;
2. Our obligation to provide all operational staff, corporate
staff and support services reasonably necessary to run the
Partnerships business and the Partnerships obligation to
reimburse us for the provision of such services;
3. The terms under which we, the Partnership and our respective
affiliates may transfer compression equipment;
4. Our licensing of certain intellectual property to the
Partnership, including our and the Partnerships logos; and
5. The Partnerships obligation to indemnify us for certain
liabilities, and our obligation to indemnify the Partnership for
certain liabilities.
The omnibus agreement is hereby incorporated by reference to
Exhibit10.16 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 than 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 us, is
our direct or indirect subsidiary. As a result, certain
individuals, including our officers and officers and directors of
GP LLC, serve as officers and/or directors of more than one of
such entities. Also, we hold (as of the date of this Form8-K,
after giving effect to the Partnership common units issued to our
affiliate in connection with the completion of the transactions
contemplated by the Contribution Agreement) an approximate 43%
limited partner interest in the Partnership through our
subsidiaries and an approximate 2% general partner interest and
incentive distribution rights in the Partnership through our
indirect ownership of GP, the general partner of the Partnership.
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 Item 7.01, 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.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
|
ExhibitNo. |
|
Description |
|
99.1 |
Press release of Archrock,Inc. and Archrock Partners, L.P., |
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. ARCHROCK, INC. (NYSE:AROC) Recent Trading Information
ARCHROCK, INC. (NYSE:AROC) closed its last trading session up +0.15 at 13.65 with 573,689 shares trading hands.