Archrock Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
In connection with the closing of the Transaction (as defined below), on August 30, 2024 (the “Closing Date”), Archrock, Inc. (“Archrock”) entered into a registration rights and lock-up agreement (the “Registration Rights Agreement”) with TOPS Pledge1, LLC (“Pledge1”), TOPS Pledge2, LLC (“Pledge 2” and, together with Pledge 1, the “Sellers”) and TOPS NewCo, LLC (together with the Sellers, the “Seller Parties”). Pursuant to the Registration Rights Agreement, Archrock agreed, among other things, to provide the Seller Parties with customary registration rights with respect to the Stock Consideration (as defined below). In addition, on the terms and subject to the conditions set forth in the Registration Rights Agreement, the Seller Parties agreed not to sell, transfer or dispose of (i) 50% of the Stock Consideration during a holding period that expires 90 days after the Closing Date and (ii) the remaining 50% of the Stock Consideration during a holding period that expires 180 days after the Closing Date.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On the Closing Date, Archrock and Archrock ELT LLC, an indirect, wholly owned subsidiary of Archrock (“Archrock ELT”), completed the previously announced acquisition (the “Transaction”) of all the issued and outstanding equity interests in Total Operations and Production Services, LLC (“TOPS”), pursuant to the terms of that certain Purchase and Sale Agreement, dated July 22, 2024 (the “Purchase and Sale Agreement”), by and among Archrock, Archrock ELT, the Sellers, and, solely with respect to Section 6.25 of the Purchase and Sale Agreement, TOPS Holdings, LLC, a Delaware limited liability company. The total consideration for the Transaction consisted of: (i) cash equal to $820 million (the “Cash Consideration”), (ii) 6,873,650 newly issued shares of Archrock’s common stock, par value $0.01 per share (“Archrock Common Stock” and such shares of Archrock Common Stock, the “Stock Consideration”), and (iii) up to $6 million in deferred cash payments payable pursuant and subject to the terms of certain transaction payment agreements entered into between Archrock ELT and certain indirect equityholders of the Sellers who are current employees of TOPS. A form of such transaction payment agreement is attached as Exhibit J to the Purchase and Sale Agreement. The Cash Consideration is subject to customary adjustments that will be finalized following the Closing pursuant to the terms of the Purchase and Sale Agreement.
The foregoing description of the Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase and Sale Agreement, a copy of which is included as Exhibit 2.1 to this Current Report and is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information regarding Archrock’s issuance of the Stock Consideration in connection with the Transaction set forth in Item 2.01 of this Current Report is incorporated by reference into this Item 3.02.
The shares of Archrock Common Stock comprising the Stock Consideration have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and have been issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
On August 30, 2024, Archrock issued a press release announcing the closing of the Transaction, a copy of which is furnished as Exhibit 99.1 to this Current Report.
The information furnished in Item 7.01 of this Current Report, including Exhibit 99.1, 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 shall not be incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
Financial statements of the acquired business will be filed within 71 calendar days after the date of filing of this Current Report.
(b) Pro Forma Financial Information.
Pro forma financial information relating to the acquired business will be filed within 71 calendar days after the date of filing of this Current Report.
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(d) Exhibits.
* Filed or furnished herewith.
# 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.
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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. | ||
| August 30, 2024 | ||
| By: | /s/ Stephanie C. Hildebrandt | |
| Stephanie C. Hildebrandt | ||
| Senior Vice President, General Counsel and Secretary | ||
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