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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/20/19 Archrock, Inc. 8-K:1,2,7,912/20/19 12:1.3M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 43K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 605K 3: EX-99.1 Miscellaneous Exhibit HTML 13K 9: R1 Cover HTML 49K 10: XML IDEA XML File -- Filing Summary XML 12K 11: XML XBRL Instance -- tm1926291d2_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- aroc-20191220_lab XML 97K 6: EX-101.PRE XBRL Presentations -- aroc-20191220_pre XML 64K 4: EX-101.SCH XBRL Schema -- aroc-20191220 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 7: ZIP XBRL Zipped Folder -- 0001104659-19-075002-xbrl Zip 129K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): i December 20, 2019
________________________________________
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-33666 | i 74-3204509 | ||
| ____________________ | _____________ | _____________ | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| i 9807 Katy Freeway, i Suite 100 i Houston, i Texas ________________________________ (Address of principal executive offices) |
i 77024 ___________ (Zip Code) |
Registrant’s telephone number, including area code: ( i 281) i 836-8000
Not Applicable
______________________________________________
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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||
| i Common stock, par value $0.01 per share | i AROC | i New York Stock Exchange |
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).
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. ¨
C:
| Item 1.01 | Entry into a Material Definitive Agreement |
On December 20, 2019, our wholly owned subsidiaries, Archrock Partners, L.P. (the “Partnership”) and Archrock Partners Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), completed a private offering (the “Notes Offering”) of $500,000,000 aggregate principal amount of 6.250% senior notes due 2028 (the “Notes”), along with the related guarantees of the Notes (the “Guarantees”).
The Notes and Guarantees were issued pursuant to an indenture (the “Indenture”), dated December 20, 2019, among the Issuers, Archrock, Inc. (the “Company”), certain subsidiaries (other than the Issuers) of the Company party thereto (collectively with the Company, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Guarantors. The Notes and the Guarantees rank equally in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness.
Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2020, at a rate of 6.250% per year. The Notes mature on April 1, 2028.
At any time prior to April 1, 2023, the Issuers may redeem all or part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but not including, the redemption date. At any time prior to April 1, 2023, the Issuers may also redeem up to 35% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds from one or more equity offerings, at a redemption price of 106.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, as long as at least 65% of the aggregate principal amount of the Notes originally issued on the issue date (excluding notes held by the Company and its subsidiaries) remains outstanding after each such redemption and the redemption occurs within 180 days after the date of the closing of such equity offering.
On or after April 1, 2023, the Issuers may redeem all or part of the Notes at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date, beginning on April 1 of the years indicated below:
| Year | Percentage | |||
| 2023 | 103.125 | % | ||
| 2024 | 102.083 | % | ||
| 2025 | 101.042 | % | ||
| 2026 and thereafter | 100.000 | % | ||
The Indenture contains covenants that will limit the ability of the Company and its restricted subsidiaries, including the Issuers, to (i) make distributions on, purchase or redeem the Company’s common stock or repurchase or redeem subordinated indebtedness; (ii) make investments; (iii) incur, assume or guarantee additional indebtedness or issue preferred stock; (iv) create liens to secure indebtedness; (v) sell or otherwise dispose of assets; (vi) consolidate with or merge with or into, or sell its properties to, another person; (vii) enter into transactions with affiliates; and (viii) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the Notes achieve an investment grade rating from each of Moody’s Investors Service, Inc. and S&P Global Ratings and no default under the Indenture exists, many of the foregoing covenants will terminate.
The Indenture also contains customary events of default, including (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes; (iii) covenant defaults, (iv) cross-defaults to certain indebtedness and (v) certain events of bankruptcy or insolvency with respect to the Company or any of the Guarantors (including the Issuers). If an event of default arises from certain events of bankruptcy, insolvency or reorganization, with respect to the Issuers, the Company, any restricted subsidiary of the Company that is a significant subsidiary or any group of restricted subsidiaries of the Company that, taken together, would constitute a significant subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If an event of default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.
C:
If the Partnership experiences certain kinds of changes of control, holders of the Notes will be entitled to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s Notes pursuant to an offer on the terms set forth in the Indenture. The Company will offer to make a cash payment equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
The summary of the Indenture 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 Exhibit 4.1 hereto and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 hereof is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 20, 2019, the Company issued a press release announcing the closing of the Notes Offering. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purpose of Section 18 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 Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
C:
SIGNATURE
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. | |||
| By: | /s/ Stephanie C. Hildebrandt | ||
| Stephanie C. Hildebrandt | |||
| Senior Vice President, General Counsel and Secretary | |||
| December 20, 2019 | |||
C:
| C: 4 |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/1/28 | None on these Dates | |||
| 4/1/23 | ||||
| 10/1/20 | ||||
| Filed on / For Period end: | 12/20/19 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 Archrock, Inc. 10-K 12/31/23 149:14M 2/22/23 Archrock, Inc. 10-K 12/31/22 148:14M 2/23/22 Archrock, Inc. 10-K 12/31/21 153:14M 11/02/21 Archrock, Inc. 10-Q 9/30/21 103:10M 7/30/21 Archrock, Inc. 10-Q 6/30/21 102:9.4M 4/30/21 Archrock, Inc. 10-Q 3/31/21 99:7.4M 2/23/21 Archrock, Inc. 10-K 12/31/20 167:16M 12/17/20 Archrock, Inc. 8-K:1,2,7,912/17/20 11:235K Toppan Merrill/FA 11/03/20 Archrock, Inc. 10-Q 9/30/20 111:10M |