Archrock (AROC) News
Archrock, Inc. and Archrock Partners, L.P. Announce Record Date and Meeting Date for Meetings Regarding Proposed Merger
HOUSTON, March 12, 2018 (GLOBE NEWSWIRE) -- Archrock, Inc. (NYSE:AROC) (“Archrock”) and Archrock Partners, L.P. (NASDAQ:APLP) (“Archrock Partners”) announced today that they have established a record date of March 14, 2018 and a meeting date of April 25, 2018 for the annual meeting of Archrock stockholders and the special meeting of Archrock Partners unitholders. Both meetings will be held at 9807 Katy Freeway, Houston, Texas. At the Archrock Partners special meeting, unitholders will vote on the previously announced proposed merger (the "Merger") of Archrock and Archrock Partners, and related matters pursuant to the Agreement and Plan of Merger dated as of January 1, 2018. At the Archrock annual meeting, in addition to voting on the election of directors, ratification of the appointment of the independent registered public accounting firm, and 2017 executive compensation, Archrock’s stockholders will vote on the issuance of new shares (the “Stock Issuance”) in exchange for the outstanding public units of Archrock Partners not already owned by Archrock in connection with the Merger.
Archrock stockholders and Archrock Partners unitholders of record at the close of business on March 14, 2018, will be entitled to receive notice of and to vote at the respective meeting. Subject to satisfaction of the remaining closing conditions, including receipt of Archrock Partners’ unitholder approval of the Merger and Archrock’s stockholder approval of the Stock Issuance, the parties currently expect to complete the Merger as soon as practicable thereafter.
Archrock, Inc. is a pure-play U.S. natural gas contract compression services business and a leading supplier of aftermarket services to customers that own compression equipment in the United States. Archrock, Inc. holds interests in Archrock Partners, L.P., a master limited partnership and the leading provider of natural gas compression services to customers in the oil and natural gas industry throughout the United States. Archrock, Inc. is headquartered in Houston, Texas, operating in the major oil and gas producing regions in the United States, with approximately 1,700 employees. For more information, visit www.archrock.com.
About Archrock Partners
Archrock Partners, L.P., a master limited partnership, is the leading provider of natural gas contract compression services to customers in the oil and natural gas industry throughout the United States. Archrock, Inc. owns an equity interest in Archrock Partners, L.P., including all of the general partner interest. For more information, visit www.archrock.com.
All statements in this release (and oral statements made regarding the subjects of this release) other than historical facts are 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, many of which are outside the control of Archrock and Archrock Partners, which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to, statements regarding the anticipated completion of the proposed transaction and the timing thereof.
While Archrock and Archrock Partners believe that the assumptions concerning future events are reasonable, they caution that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of their businesses. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: the risk that the requisite approvals to complete the transaction are not obtained; local, regional and national economic conditions and the impact they may have on Archrock, Archrock Partners and their customers; changes in tax laws that impact master limited partnerships; the results of any reviews, investigations or other proceedings by government authorities; the results of any shareholder actions that may be filed relating to the restatement of Archrock’s financial statements; and the performance of Archrock Partners.
These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in each of Archrock’s and Archrock Partners’ Annual Reports on Form 10-K for the year ended December 31, 2017, and those set forth from time to time in each party’s filings with the Securities and Exchange Commission (the “SEC”), which are available at www.archrock.com. Except as required by law, Archrock and Archrock Partners expressly disclaim any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
In connection with the proposed transaction, Archrock filed a registration statement on Form S-4, including a joint proxy statement/prospectus of Archrock and Archrock Partners, with the SEC on February 5, 2018. These materials are not yet final and will be amended. INVESTORS AND SECURITY HOLDERS OF ARCHROCK AND ARCHROCK PARTNERS ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by Archrock and Archrock Partners with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement/prospectus and other relevant documents (when available) from www.archrock.com under the tab “Investors” and then under the heading “SEC Filings.” Security holders may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the Solicitation
Archrock, Archrock Partners and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in the preliminary joint proxy statement/prospectus filed with the SEC on February 5, 2018, and will be set forth in the definitive joint proxy statement/prospectus when it becomes available, and any subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement/prospectus and other relevant documents regarding the transaction, which will be filed with the SEC.
SOURCES: Archrock, Inc. and Archrock Partners, L.P.
For information, contact:
David Skipper, 281-836-8155
Archrock Partners, L.P.