Item 1.01 Entry into a Material Definitive Agreement
Purchase Agreement
On
The Notes and Guarantees will be issued and sold to the Initial Purchasers
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2)
thereunder. The Initial Purchasers intend to resell the Notes and Guarantees (i)
inside
The issue price for the Notes and Guarantees was 104.875% of their principal
amount. The Partnership intends to use the approximately
The Purchase Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification (including indemnification for liabilities under the Securities Act) and contribution obligations and other terms and conditions customary in agreements of this type.
Certain of the Initial Purchasers or their affiliates perform and have performed commercial and investment banking and advisory services for the Partnership from time to time for which they receive and have received customary fees and expenses. In particular, affiliates of certain of the Initial Purchasers are lenders under the Partnership's revolving credit facility and therefore may receive their pro rata share of any proceeds from the sale of the Notes that are used to repay borrowings under the Partnership's revolving credit facility. The Initial Purchasers may, from time to time, engage in transactions with and perform services for the Partnership in the ordinary course of their business, for which they will receive fees and expenses.
In addition, the Issuers and the Guarantors have agreed with the Initial
Purchasers not to offer or sell any debt securities for a period of 90 days
after the date of the Purchase Agreement without the prior consent of
The summary of the Purchase Agreement set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
On
The information included in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto are being furnished and shall not be deemed "filed" for the purpose 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 and Exhibits 99.1 and 99.2 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Purchase Agreement, dated as ofDecember 14, 2020 , by and amongArchrock Partners, L.P. ,Archrock Partners Finance Corp. ,Archrock, Inc. , the other guarantors party thereto andRBC Capital Markets, LLC , as representative of the initial purchasers named therein. 99.1Archrock, Inc. press release datedDecember 14, 2020 . 99.2Archrock, Inc. press release datedDecember 14, 2020 . Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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