Archrock, Inc. Files 8-K: Material Agreement, Other Events

TL;DR

Archrock (AROC) signed a big deal on 7/22. Check the 8-K.

AI Summary

Archrock, Inc. entered into a Material Definitive Agreement on July 22, 2024, related to its business operations. The filing also includes other events and financial statements/exhibits. Archrock, Inc. was formerly known as Exterran Holdings Inc. and Iliad Holdings, Inc.

Why It Matters

This 8-K filing indicates Archrock, Inc. has entered into a significant agreement, which could impact its operational strategy and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• Archrock, Inc. (company) — Registrant
• Exterran Holdings Inc. (company) — Former Company Name
• Iliad Holdings, INC (company) — Former Company Name
• July 22, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share AROC New York Stock Excha
• $256.4 million — ompany intends to use the approximately $256.4 million of net proceeds from the Offering to fu

Filing Documents

• tm2419864d4_8k.htm (8-K) — 31KB
• tm2419864d4_ex1-1.htm (EX-1.1) — 221KB
• tm2419864d4_ex5-1.htm (EX-5.1) — 12KB
• tm2419864d4_ex99-1.htm (EX-99.1) — 13KB
• tm2419864d4_ex5-1img004.jpg (GRAPHIC) — 12KB
• tm2419864d4_ex5-1img005.jpg (GRAPHIC) — 5KB
• tm2419864d4_ex99-1img003.jpg (GRAPHIC) — 14KB
• 0001104659-24-082440.txt ( ) — 555KB
• aroc-20240722.xsd (EX-101.SCH) — 3KB
• aroc-20240722_lab.xml (EX-101.LAB) — 33KB
• aroc-20240722_pre.xml (EX-101.PRE) — 22KB
• tm2419864d4_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On July 22, 2024, Archrock, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Evercore Group L.L.C., Wells Fargo Securities, LLC and Citigroup Global Markets Inc. as representatives of the several underwriters (the "Underwriters"), relating to the previously announced underwritten offering of 11,000,000 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock" and such offering, the "Offering"). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,650,000 additional shares of Common Stock. On July 23, 2024, the Underwriters exercised this option in full. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and to contribute to any payment that the Underwriter may be required to make because of any of those liabilities. The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-267523) (the "Registration Statement") that was filed with the U.S. Securities and Exchange Commission (the "SEC") and became effective on September 20, 2022, including the prospectus forming a part of the Registration Statement, a preliminary prospectus supplement, which was filed with the SEC on July 22, 2024, and a final prospectus supplement, which was filed with the SEC on July 23, 2024, pursuant to Rule 424(b) under the Securities Act. The Offering closed on July 24, 2024. The Company intends to use the approximately $256.4 million of net proceeds from the Offering to fund the cash portion of the purchase price for the Company's previously announced acquisition of 1

01 Other Events

Item 8.01 Other Events. On July 23, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The information above is being furnished pursuant to this Item 8.01 of Form 8-K 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, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: The following exhibits are furnished with this report: Exhibit Number Description 1.1 Underwriting Agreement, dated as of July 22, 2024, by and among the Company and J.P. Morgan Securities LLC, Evercore Group L.L.C., Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the several underwriters. 5.1 Opinion of Latham & Watkins LLP. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto). 99.1 Press Release dated July 23, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. Date: July 24, 2024 By: /s/ Stephanie C. Hildebrandt Name: Stephanie C. Hildebrandt Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR