Archrock, Inc. Files 8-K with Material Agreements

Ticker: AROC · Form: 8-K · Filed: Jul 22, 2024 · CIK: 1389050

Archrock, INC. 8-K Filing Summary
FieldDetail
CompanyArchrock, INC. (AROC)
Form Type8-K
Filed DateJul 22, 2024
Risk Levellow
Pages12
Reading Time14 min
Key Dollar Amounts$0.01, $820 m, $6 million, $30.0 million, $20.0 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-reporting

Related Tickers: AROC

TL;DR

Archrock (AROC) filed an 8-K detailing material agreements and financial updates.

AI Summary

Archrock, Inc. announced on July 22, 2024, that it entered into a Material Definitive Agreement. The filing also covers Results of Operations and Financial Condition, Unregistered Sales of Equity Securities, Regulation FD Disclosure, and Financial Statements and Exhibits. The company was formerly known as Exterran Holdings Inc. and Iliad Holdings, Inc.

Why It Matters

This 8-K filing indicates significant corporate actions and financial updates for Archrock, Inc., potentially impacting investors and stakeholders.

Risk Assessment

Risk Level: low — This is a routine 8-K filing disclosing material agreements and financial information, not indicating immediate operational or financial distress.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing for Archrock, Inc.?

The primary purpose is to report the entry into a Material Definitive Agreement, along with updates on Results of Operations and Financial Condition, Unregistered Sales of Equity Securities, Regulation FD Disclosure, and Financial Statements and Exhibits.

When was the earliest event reported in this filing?

The earliest event reported in this filing occurred on July 22, 2024.

What were Archrock, Inc.'s former company names?

Archrock, Inc. was formerly known as Exterran Holdings Inc. and Iliad Holdings, INC.

What is Archrock, Inc.'s IRS Employer Identification Number?

Archrock, Inc.'s IRS Employer Identification Number is 74-3204509.

In which state is Archrock, Inc. incorporated?

Archrock, Inc. is incorporated in Delaware.

Filing Stats: 3,562 words · 14 min read · ~12 pages · Grade level 15.7 · Accepted 2024-07-22 17:30:21

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Purchase and Sale Agreement On July 22, 2024, Archrock, Inc. ("Archrock") and Archrock ELT LLC, an indirect, wholly owned subsidiary of Archrock ("Archrock ELT"), entered into a Purchase and Sale Agreement (the "Purchase and Sale Agreement") with TOPS Pledge1, LLC ("Pledge1") and TOPS Pledge2, LLC (together with Pledge1, "Sellers"), pursuant to which, among other things, Archrock ELT will acquire all of the issued and outstanding equity interests in Total Operations and Production Services, LLC ("TOPS"), a portfolio company managed by certain affiliates of Apollo Global Management, Inc., and, solely with respect to Section 6.25 of the Purchase and Sale Agreement, TOPS Holdings, LLC, a Delaware limited liability company, in exchange for total consideration consisting of: (i) cash equal to $820 million, (ii) 6.87 million newly issued shares of Archrock's common stock, par value $0.01 per share, subject to adjustment as described below ("Archrock Common Stock" and such shares of Archrock Common Stock issued in connection with the Transaction is referred to herein as the "Stock Consideration"), and (iii) up to approximately $6 million in deferred cash payments (the "Deferred Cash Payments") payable pursuant and subject to the terms of certain Transaction Payment Agreements entered into and to be entered into between Archrock ELT and certain indirect equityholders of the Sellers who are current employees of TOPS (the "Transaction"). On July 22, 2024, the board of directors of Archrock unanimously approved the Purchase and Sale Agreement. The Transaction is expected to close by the end of 2024, subject to customary closing conditions, including (i) the absence of specified legal impediments to the consummation of the Transaction; (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the Transa

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. Archrock expects to report its financial results for the quarter ended June 30, 2024 no later than August 9, 2024. However, in connection with a proposed public offering of Archrock Common Stock announced on July 22, 2024 (the "Offering") , the proceeds of which are intended to fund a portion of the purchase price of the Transaction, Archrock is providing certain preliminary estimated unaudited financial and operational information for the quarter ended June 30, 2024 . Preliminary Unaudited Financial and Operating Results for the Three Months Ended June 30, 2024 The preliminary estimated financial and operational data included in this Current Report have been prepared by, and is the responsibility of, Archrock's management based on the most current information available to management. Deloitte & Touche LLP has not audited, reviewed, examined, compiled, or applied agreed-upon procedures with respect to the preliminary estimated financial and operational data. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. As a result, reported results may differ from the unaudited results presented here as a result of the completion of Archrock's financial closing procedures or any adjustments that may result from the completion of Archrock's review of its consolidated financial statements. Archrock's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, will include Archrock's unaudited financial statements for the three months ended June 30, 2024. Additional information on a number of matters will be included in Archrock's Quarterly Report on Form 10-Q, such as a comprehensive statement of Archrock's financial condition and results of operations and footnote disclosures associated with Archrock's quarter-end financial results, as well as management's discussion and analysis of financial condition and results of operations. Archrock's unaud

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information regarding Archrock's issuance of shares of Archrock Common Stock in connection with the Transaction set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The shares of Archrock Common Stock to be issued pursuant to the Purchase and Sale Agreement have not been registered under the Securities Act, and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 22, 2024, Archrock issued a press release announcing the entry into the Purchase and Sale Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. On July 22, 2024, Archrock posted to its website an investor presentation related to the Transaction. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated by reference herein. On July 22, 2024, Archrock issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.3 and incorporated by reference herein. The information set forth in this Item 7.01 and the attached Exhibit 99.1 and Exhibit 99.2 attached hereto are being furnished and shall not be deemed "filed" for purposes 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, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report, including Exhibits 99.1, 99.2 and 99.3, may contain 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 that could cause actual results to differ materially from such statements, many of which are outside the control of Archrock. Forward-looking information includes, but is not limited to statements regarding the expected benefits of the proposed transaction and the Offering, including its expected accretion and the expected impact on Archrock's EBITDA, leverage ratio, dividend growth and dividend coverage; the anticipated completion of the proposed transaction and the timing thereof; plans and objectives of management for future operations; structural and process improvement initiatives, the expected timing thereof, Archrock's ability to successfully effect those initiatives and the expected results therefrom; and statements regarding Archrock's dividend policy. 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. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: the failure to complete the proposed transaction or to realize the anticipated accretion, dividend growth and coverage, potential synergies and other anticipated strategic benefits of the transaction within the expected time frames or at all; the possible diversion of management time on transaction-related issues; the risk that the requisite approvals to complete the transaction will not be obtained; Archrock's ability to access the capital markets on acceptable terms,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 2.1* Purchase and Sale Agreement, dated as of July 22, 2024, by and among Archrock ELT LLC, Archrock, Inc., TOPS Pledge1, LLC and TOPS Pledge2, LLC and, solely with respect to Section 6.25 of the Purchase and Sale Agreement, TOPS Holdings, LLC. 99.1 Press Release dated July 22, 2024, announcing the Purchase and Sale Agreement. 99.2 Investor Presentation dated July 22, 2024. 99.3 Press Release dated July 22, 2024, announcing the Offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. 6

SIGNATURES

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. July 22, 2024 By: /s/ Stephanie C. Hildebrandt Stephanie C. Hildebrandt Senior Vice President, General Counsel and Secretary 7

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