Current Report Filing (8-k)
13 November 2019 - 9:16AM
Edgar (US Regulatory)
0001367064
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0001367064
2019-11-07
2019-11-08
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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):
November 8, 2019
Commission File Number 001-33078
ARCHROCK PARTNERS, L.P.
(Exact name of registrant as specified in
its charter)
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Delaware
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22-3935108
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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9807 Katy Freeway, Suite 100, Houston,
TX 77024
(Address of principal executive offices,
zip code)
(281) 836-8000
Registrant’s telephone number, including
area code
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:
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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:
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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None
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N/A
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N/A
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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 ¨
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. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
On November 8, 2019 (the “Amendment
No. 2 Effective Date”), Archrock Partners, L.P. (“we” or “us”), Archrock Partners Operating LLC and
Archrock Services, L.P. (collectively, the “Borrowers”), and certain of our other subsidiaries and affiliates (the
“Archrock Parties”) entered into an Amendment No. 2 to Credit Agreement (“Amendment No. 2”), which
amends that certain Credit Agreement, dated as of March 30, 2017 (as amended, the “Credit Agreement”), among us, the
Borrowers, the Archrock Parties, JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereunder (in such capacity,
the “Administrative Agent”), and the lenders party thereto.
Pursuant to Amendment No. 2, on the
Amendment No. 2 Effective Date, among other things, we (a) extended the scheduled maturity date of the revolving credit facility
under the Credit Agreement from March 30, 2022 to November 8, 2024 (or June 3, 2022, if any portion of the 2014 Notes (as defined
in Amendment No. 2) remains outstanding at such date and either (x) has not been repaid as of such date or (y) has not been
refinanced) and (b) changed the applicable margin for borrowings under the revolving credit facility such that (i) the applicable
margin for Eurodollar Loans (as defined in the Credit Agreement) ranges from 2.00% to 2.75% and (ii) the applicable margin for
ABR Loans (as defined in the Credit Agreement) ranges from 1.00% to 1.75%, in each case determined based on a total leverage ratio
pricing grid.
The foregoing summary of Amendment No.
2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Amendment No. 2 has been filed to provide
investors with information regarding its terms. The agreement is not intended to provide any other information about us or our
business or operations. In particular, the representations, warranties, and covenants contained in the agreement were made only
for purposes of such agreement and, in certain circumstances, as of specific dates, and were solely for the benefit of the parties
to the agreement. The assertions embodied in any representations, warranties, and covenants contained in the agreement may be subject
to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by
information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information
that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreement. Moreover,
certain representations, warranties, and covenants in the agreement may have been used for the purpose of allocating risk between
parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations,
warranties and covenants may have changed after the date of the agreement, which subsequent information may or may not be fully
reflected in our public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in
the agreement as characterizations of the actual state of facts about us or our business or operations on the date hereof.
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Exhibit No.
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Description
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10.1*
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Amendment No. 2 to Credit Agreement, dated as of November 8, 2019, by and among Archrock Partners, L.P., Archrock Partners Operating LLC, Archrock Services, L.P., the other Loan Parties thereto, the Lenders thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent.
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104
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Cover Page Interactive Data
File (embedded within the Inline XBRL document).
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* The exhibit to this agreement has been
omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of the omitted exhibit will be furnished to the Securities
and Exchange Commission on request.
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.
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ARCHROCK PARTNERS, L.P.
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By: Archrock General Partner, L.P., its general partner
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By: Archrock GP LLC, its general partner
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/s/ Stephanie C. Hildebrandt
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Stephanie C. Hildebrandt
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Senior Vice President and General Counsel
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November 12, 2019
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