Archrock, Inc. (Form: 8-K, Received: 01/16/2018 08:03:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 11, 2018

ARCHROCK, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33666	74-3204509
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

9807 Katy Freeway, Suite 100
Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 836-8000

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry Into a Material Definitive Agreement.

As previously disclosed, on January 1, 2018, Archrock, Inc., a Delaware corporation (“Archrock”), Archrock Partners, L.P., a Delaware limited partnership (the “Partnership”), Archrock General Partner, L.P., a Delaware limited partnership and the general partner of the Partnership (the “General Partner”), and Archrock GP LLC, a Delaware limited liability company and the general partner of the General Partner (the “Managing GP”), entered into an Agreement and Plan of Merger (the “Original Agreement”), pursuant to which a wholly owned subsidiary of Archrock will merge with and into the Partnership, with the Partnership surviving as an indirect wholly owned subsidiary of Archrock (the “Merger”).

The Original Agreement provided that Archrock (through one or more intermediate entities) would form a new wholly owned subsidiary solely for the purpose of engaging in the transactions contemplated by the Original Agreement, including merging with and into the Partnership to effect the merger at the effective time thereof, and that the Original Agreement would be amended to join such new subsidiary as a party thereto.

On January 11, 2018, following the formation of Amethyst Merger Sub LLC as an indirect wholly owned subsidiary of Archrock (“Merger Sub”), Archrock and Merger Sub entered into Amendment No. 1 to Agreement and Plan of Merger (the “Amendment” and the Original Agreement as amended by the Amendment, the “Merger Agreement”) with the Partnership, the General Partner and the Managing GP solely for the purpose of joining Merger Sub as a party thereto.

The Original Agreement and the Amendment are included as Exhibits 2.1 and 2.2 hereto, respectively, and are incorporated by reference. The foregoing summary has been included to provide investors and security holders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about Archrock, the Partnership or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Archrock, the Partnership or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Archrock’s or the Partnership’s public disclosures.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of January 1, 2018, by and among Archrock, Inc., Archrock GP LLC, Archrock General Partner, L.P. and Archrock Partners, L.P., incorporated by reference to Exhibit 2.1 of Archrock’s Current Report on Form 8-K filed on January 2, 2018
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of January 11, 2018, by and among Archrock, Inc., Archrock GP LLC, Archrock General Partner, L.P., Archrock Partners, L.P. and Amethyst Merger Sub LLC

* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

Forward-Looking Statements

All statements in this report (and oral statements made regarding the subjects of this communication) other than historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of Archrock and the Partnership, which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to: statements regarding the expected benefits of the proposed transaction to the Partnership and its unitholders; the anticipated completion of the proposed transaction and the timing thereof; the expected future growth, dividends and distributions of the combined company; and plans and objectives of management for future operations. While Archrock believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: the failure to realize the anticipated costs savings, synergies and other benefits of the transaction; the possible diversion of management time on transaction-related issues; the risk that the requisite approvals to complete the transaction are not obtained; local, regional and national economic conditions and the impact they may have on Archrock, the Partnership and their customers; changes in tax laws that impact master limited partnerships; conditions in the oil and gas industry, including a sustained decrease in the level of supply or demand for oil or natural gas or a sustained decrease in the price of oil or natural gas; the financial condition of Archrock’s and the Partnership’s customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships resulting from the transaction; changes in safety, health, environmental and other regulations; the results of any reviews, investigations or other proceedings by government authorities; the results of any shareholder actions that may be filed relating to the restatement of Archrock’s financial statements; the potential additional costs relating to Archrock’s restatement, cost-sharing with Exterran Corporation and to addressing any reviews, investigations or other proceedings by government authorities or shareholder actions; and the performance of the Partnership.

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in each of Archrock’s and the Partnership’s Annual Reports on Form 10-K for the year ended December 31, 2016, and those set forth from time to time in each party’s filings with the SEC, which are available at www.archrock.com. Except as required by law, Archrock and the Partnership expressly disclaim any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

No Offer or Solicitation

This report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where You Can Find It

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger between Archrock and the Partnership will be submitted to Archrock’s shareholders and the Partnership’s unitholders for their consideration.

In connection with the proposed transaction, Archrock will file a registration statement on Form S-4, including a joint proxy statement/prospectus of Archrock and the Partnership, with the SEC. INVESTORS AND SECURITY HOLDERS OF ARCHROCK AND THE PARTNERSHIP ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement/prospectus will be sent to security holders of Archrock and the Partnership in connection with Archrock’s shareholder meeting and the Partnership’s unitholder meeting. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when available) and other relevant documents filed by Archrock and the Partnership with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement/prospectus and other relevant documents (when available) from www.archrock.com under the tab “Investors” and then under the heading “SEC Filings.” Security holders may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

Archrock, the Partnership and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in Archrock’s proxy statement relating to its 2017 Annual Meeting of Stockholders, which was filed with the SEC on March 14, 2017, and the Partnership’ Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 23, 2017, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement/prospectus and other relevant documents regarding the transaction, which will be filed with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized

	ARCHROCK, INC.


January 16, 2018	By:	/s/ Stephanie C. Hildebrandt
		Stephanie C. Hildebrandt
		Senior Vice President, General Counsel and Secretary

Exhibit 2.2

Execution Version

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “ Amendment ”) is made and entered into as of January 11, 2018, by and among Archrock, Inc., a Delaware corporation (“ Parent ”), Amethyst Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary of Parent (“ Amethyst Merger Sub ”), Archrock Partners, L.P., a Delaware limited partnership (the “ Partnership ”), Archrock General Partner, L.P., a Delaware limited partnership and the general partner of the Partnership (the “ General Partner ”), and Archrock GP LLC, a Delaware limited liability company and the general partner of the General Partner (the “ Managing GP ”). Capitalized terms used and not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, the Partnership, the General Partner and the Managing GP entered into that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of January 1, 2018, pursuant to which, among other things, a wholly owned Subsidiary of Parent will merge with and into the Partnership with the Partnership surviving as an indirect wholly owned Subsidiary of Parent, subject to the terms and conditions therein (the “ Merger ”);

WHEREAS, Section 6.18(a) of the Merger Agreement provides that promptly (and in any event no later than ten (10) Business Days) following the execution of the Merger Agreement, Parent shall form (through one or more intermediate entities) a new wholly owned Subsidiary as a Delaware limited liability company (“ Merger Sub ”) solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including merging with and into the Partnership at the Effective Time to effect the Merger;

WHEREAS, Parent (through one or more intermediate entities) formed Amethyst Merger Sub as a wholly owned Subsidiary pursuant to the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on January 10, 2018 to act as Merger Sub under the Merger Agreement;

WHEREAS, Section 6.18(c) of the Merger Agreement provides that promptly (and in any event no later than two (2) Business Days) following the formation of Merger Sub, Parent, the Partnership, the General Partner and the Managing GP will, and Parent will cause Merger Sub to, enter into an amendment to the Merger Agreement pursuant to which Merger Sub will become a party to the Merger Agreement and thereupon be immediately bound by the terms and conditions of the Merger Agreement; and

WHEREAS, in accordance with Section 9.2 of the Merger Agreement, Parent, the Partnership, the General Partner and the Managing GP wish to enter into this Amendment with Amethyst Merger Sub to amend the Merger Agreement to acknowledge the joinder of Amethyst Merger Sub as a party thereto pursuant to Section 6.18(c) thereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and in the Merger Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Joinder . Amethyst Merger Sub hereby agrees to join, enter into and become a party to the Merger Agreement and agrees to be bound by the provisions of the Merger Agreement as Merger Sub. Each of Parent, the Partnership, the General Partner and the Managing GP hereby acknowledges and agrees to the joinder of Amethyst Merger Sub to the Merger Agreement as Merger Sub.

2. Effect of Joinder . Pursuant to Section 6.18(c) of the Merger Agreement, upon the execution of this Amendment by the parties hereto, the representations and warranties in the Merger Agreement that are expressed to be given by or in relation to Merger Sub and the covenants and agreements of Merger Sub in the Merger Agreement shall immediately become effective as of the date of this Amendment. Except as expressly amended hereby, the Merger Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect.

3. Effect of Amendment . This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment.

4. Counterparts . This Amendment may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

5. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.

6. Additional Miscellaneous Terms . The provisions of Section 1.2 and Article IX (Miscellaneous) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first above written.

	PARENT :

	ARCHROCK, INC.

	By:	/s/ Stephanie C. Hildebrandt
	Name:	Stephanie C. Hildebrandt
	Title:	Senior Vice President, General Counsel and Secretary


	MERGER SUB :

	AMETHYST MERGER SUB LLC

	By:	/s/ Stephanie C. Hildebrandt
	Name:	Stephanie C. Hildebrandt
	Title:	Senior Vice President, General Counsel and Secretary

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER]

	PARTNERSHIP :

	ARCHROCK PARTNERS, L.P.

	By: ARCHROCK GENERAL PARTNER, L.P.,
	its general partner

	By: ARCHROCK GP LLC,
	its general partner

	By:	/s/ Stephanie C. Hildebrandt
	Name:	Stephanie C. Hildebrandt
	Title:	Senior Vice President and General Counsel


	GENERAL PARTNER :

	ARCHROCK GENERAL PARTNER, L.P.

	By: ARCHROCK GP LLC,
	its general partner

	By:	/s/ Stephanie C. Hildebrandt
	Name:	Stephanie C. Hildebrandt
	Title:	Senior Vice President and General Counsel


	MANAGING GP :

	ARCHROCK GP LLC


	By:	/s/ Stephanie C. Hildebrandt
	Name:	Stephanie C. Hildebrandt
	Title:	Senior Vice President and General Counsel

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER]