UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orto 15 (d) of the Securities Exchange Act ofOf 1934

Date of ~~Report~~report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~April~~ March 268, ~~2018~~2019 (March 7, 2019)

ARCHROCK PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-33078	22-3935108
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or Other Jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
of Incorporation)	File Number)	Identification No.)

9807 Katy Freeway, Suite 100 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 836-8000

Former name or former address, if changed since last report

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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) orof Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 21.01 ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets.~~Agreement

OnPurchase April 26, 2018, Archrock Partners, L.P., a Delaware limited partnership (the “Partnership”), completed its merger with Amethyst Merger Sub LLC, a Delaware limited liability company (“Merger Sub”) and an indirect wholly owned subsidiary of Archrock, Inc., a Delaware corporation (“Archrock”), with the Partnership surviving the merger (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of January 1, 2018, as amended by Amendment No. 1 thereto, dated as of January 11, 2018 (as amended, the “Merger Agreement”), by and among the Partnership, Archrock, Merger Sub, Archrock General Partner, L.P., a Delaware limited partnership and the general partner of the Partnership (the “General Partner”), and Archrock GP LLC, a Delaware limited liability company and the general partner of the General Partner (the “Managing GP”). Upon consummation of the Merger, Archrock acquired all of the outstanding common units representing limited partner interests in the Partnership (“Common Units”) that Archrock and its subsidiaries did not already own.

~~Pursuant~~On toMarch 7, ~~the~~2019, ~~Merger~~Archrock ~~Agreement~~Partners, atL.P. ~~the effective time of the Merger~~ (the “~~Effective Time~~Partnership”), ~~each~~and ~~outstanding~~its ~~Common~~wholly ~~Unit~~owned ~~was~~subsidiary, ~~converted~~Archrock ~~into~~Partners ~~the~~Finance ~~right~~Corp. to(“Finance ~~receive 1~~Corp.40” ~~shares~~and, oftogether ~~common~~with ~~stock~~the ~~of Archrock~~Partnership, ~~par~~the ~~value $0.01 per share (~~“~~Archrock Common Stock~~Issuers”), and ~~such amount~~Archrock, Inc., as parent guarantor (the “~~Merger Consideration~~Parent”), ~~other~~and ~~than~~the ~~Common~~other ~~Units~~subsidiary ~~that~~guarantors ~~were~~thereto ~~owned~~(together ~~immediately~~with ~~prior~~Parent, to the ~~Effective~~“Guarantors”), ~~Time~~entered ofinto ~~the~~a ~~Merger~~purchase byagreement ~~Archrock~~(the or“Purchase ~~its~~Agreement”) ~~subsidiaries,~~with ~~which~~J.P. ~~remain~~Morgan ~~outstanding~~Securities LLC, ~~unaffected~~as byrepresentative ~~the Merger. No fractional shares~~ of ~~Archrock~~the ~~Common~~initial ~~Stock~~purchasers ~~will~~listed bein ~~issued~~Schedule in1 thereto (the ~~Merger;~~“Initial ~~instead~~Purchasers”), ~~all~~with ~~fractions~~respect ofto ~~Archrock~~a ~~Common~~private ~~Stock~~offering to(the ~~which~~“Notes aOffering”) ~~holder~~by the Issuers of ~~Common~~$500,000,000 ~~Units~~aggregate ~~otherwise~~principal ~~would~~amount ~~have~~of ~~been~~their ~~entitled~~6.875% ~~will~~Senior beNotes ~~aggregated~~due ~~and~~2027 (the ~~resulting~~“Notes”), ~~fraction~~along ~~will~~with bethe ~~rounded~~related upguarantees to (the ~~nearest~~“Guarantees”) ~~whole share~~ of ~~Archrock~~the ~~Common Stock~~Notes. InThe ~~connection~~Notes ~~with~~Offering ~~the~~is ~~Merger,~~expected ~~all~~to ofclose ~~the~~on ~~Partnership’s~~or ~~incentive~~about ~~distribution~~March 21, ~~rights~~2019, ~~which~~in ~~were~~accordance ~~owned~~with ~~indirectly~~the byterms ~~Archrock,~~of ~~were~~the ~~canceled~~Purchase ~~and cease to exist~~Agreement.

AtThe ~~the~~Notes ~~Effective~~and ~~Time,~~the ~~each~~Guarantees ~~award~~were ofissued ~~phantom~~and ~~units~~sold ofto the ~~Partnership~~Initial ~~(“Partnership~~Purchasers ~~Phantom~~pursuant ~~Units”)~~to ~~(whether~~an ~~vested~~exemption orfrom ~~unvested)~~the ~~that~~registration ~~was~~requirements ~~outstanding~~of asthe Securities Act of ~~immediately~~1933, ~~prior~~as toamended (the ~~Effective~~“Securities ~~Time~~Act”), ~~was~~pursuant ~~assumed~~to bySection 4(a)(2) thereunder. The ~~Archrock~~Initial Purchasers intend to resell the Notes and ~~converted~~Guarantees ~~into~~(i) inside anthe ~~award~~United ofStates ~~restricted~~to ~~stock~~“qualified ~~units~~institutional ofbuyers,” ~~Archrock~~as defined in Rule 144A (“~~Archrock RSUs~~Rule 144A”) ~~granted~~ under ~~Archrock’s~~the ~~2013~~Securities ~~Stock~~Act ~~Incentive~~in ~~Plan~~private ~~representing~~sales aexempt ~~number~~from ofregistration ~~shares~~under ofthe ~~Archrock~~Securities ~~Common~~Act ~~Stock~~in ~~equal~~accordance towith Rule 144A, and (iii) ~~the~~to ~~number~~other ofeligible ~~Partnership~~purchasers ~~Phantom~~pursuant ~~Units~~to ~~subject~~offers toand ~~such~~sales ~~award~~that asoccur ofoutside ~~immediately~~the ~~prior~~United toStates within the ~~Effective~~meaning ~~Time,~~of ~~multiplied~~Regulation byS ~~(ii) 1.40,~~under ~~rounded~~the ~~down~~Securities toAct ~~the~~(“Regulation ~~nearest~~S”) ~~whole~~in ~~Archrock~~accordance ~~RSU.~~with ~~Each~~Regulation ~~such~~S. ~~award~~The ofNotes ~~Archrock~~and ~~RSUs~~Guarantees ~~shall~~have benot ~~subject~~been toregistered under the ~~same~~Securities ~~vesting,~~Act ~~forfeiture~~or ~~and~~applicable ~~other~~state ~~terms~~securities laws and ~~conditions~~may ~~(including~~not ~~form(s) of~~be ~~payment~~offered ~~and~~or ~~distribution~~sold ~~equivalent~~in ~~rights,~~the ifUnited ~~any)~~States ~~applicable~~absent toregistration ~~the~~or ~~converted~~an ~~award~~applicable ofexemption ~~Partnership~~from ~~Phantom~~the ~~Units~~registration asrequirements of ~~immediately~~the ~~prior~~Securities toAct ~~the~~and ~~Effective~~applicable ~~Time~~state laws.

~~Pursuant~~The toissue price for the ~~Merger~~Notes ~~Agreement,~~and ~~Archrock~~Guarantees ~~issued~~was ~~approximately~~100% 57of their principal amount.8 The Partnership intends to use the approximately $491 million ~~shares~~of net proceeds of ~~Archrock~~the ~~Common~~Offering, ~~Stock~~after deducting discounts and estimated offering expenses, to redeem the ~~holders~~Partnership’s of6.000% ~~Common~~senior ~~Units~~notes due 2021 (~~other~~the ~~than~~“2021 ~~Archrock~~Notes”) and ~~its~~partially ~~subsidiaries)~~repay asoutstanding ~~the~~borrowings ~~Merger~~under ~~Consideration~~its asrevolving ~~described~~credit ~~above~~facility.

~~Pursuant~~The toPurchase ~~Amendment No. 1 to Credit~~ Agreement, ~~dated~~contains ascustomary ~~of February 23~~representations, ~~2018~~warranties ~~(“Amendment~~and ~~No. 1~~covenants ~~to Credit Agreement”), which amends that certain Credit Agreement, dated as of March 30, 2017, by~~ and ~~among~~includes the ~~Partnership,~~terms ~~Archrock Partners Finance Corp., a wholly owned subsidiary of the Partnership,~~ and ~~Archrock~~conditions ~~Partners~~for ~~Leasing LLC, an indirect wholly owned subsidiary of~~ the ~~Partnership,~~sale ~~as guarantors, Archrock Partners Operating LLC, a wholly owned subsidiary~~ of the ~~Partnership~~Notes, asindemnification ~~the~~(including ~~borrower,~~indemnification ~~JPMorgan Chase Bank, N.A., as administrative agent~~ for ~~the~~liabilities ~~lenders~~under ~~thereunder, and~~ the ~~lenders~~Securities ~~party thereto, at the Effective Time, the Additional Amendments Effective Date (as defined in Amendment No. 1 to Credit Agreement~~Act) ~~occurred.~~and Acontribution ~~summary~~obligations ofand ~~certain~~other ofterms ~~the~~and ~~effects~~conditions ofcustomary ~~Amendment No. 1 to the Credit Agreement upon the Additional Amendments Effective Date can be found~~ in ~~the~~agreements ~~Current Report on Form 8-K filed by the Partnership on February 28, 2018 (the “Prior 8-K”). A copy~~ of ~~Amendment~~this Notype. ~~1 to Credit Agreement is attached as Exhibit 10.1 to the Prior 8-K, which is incorporated herein by reference.~~

~~The~~Certain ~~summary~~ of the ~~Merger~~Initial ~~Agreement~~Purchasers inor ~~this~~their ~~Current~~affiliates ~~Report~~perform onand ~~Form 8-K~~have ~~does~~performed ~~not~~commercial ~~purport~~and toinvestment bebanking ~~complete~~ and isadvisory ~~qualified~~services byfor ~~reference~~the Partnership from time to ~~the~~time ~~full~~for ~~text~~which ofthey ~~the~~receive ~~Merger~~and ~~Agreement,~~have ~~which~~received iscustomary ~~filed~~fees asand ~~Exhibit 2~~expenses.1 toIn ~~Archrock’s~~particular, ~~Current~~affiliates ~~Report~~of oncertain ~~Form 8-K~~of ~~filed~~ the ~~Securities~~Initial ~~and~~Purchasers ~~Exchange~~are ~~Commission~~lenders (under the ~~“SEC”)~~Partnership’s onrevolving ~~January 2,~~credit ~~2018,~~facility and ~~Amendment~~therefore ~~No. 1~~may ~~thereto,~~receive atheir ~~copy~~pro rata share of ~~which~~any isproceeds ~~attached~~from asthe ~~Exhibit 2.2~~sale of the Notes that are used to repay borrowings under the Partnership’s ~~Current~~revolving ~~Report~~credit onfacility. ~~Form 8-K~~The ~~filed~~Initial onPurchasers ~~January 16~~may, ~~2018~~from time to time, ~~each~~engage in transactions with and perform services for the Partnership in the ordinary course of their business, for which isthey ~~incorporated~~will ~~herein~~receive byfees ~~reference~~and expenses.

2In addition, the Issuers and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities for a period of 60 days after the date of the Purchase Agreement without the prior consent of J.P. Morgan Securities LLC.

The summary of the Purchase Agreement set forth in this Item 31.01 ~~Notice~~does ofnot ~~Delisting~~purport orto ~~Failure~~be complete and is qualified by reference to ~~Satisfy~~such agreement, a ~~Continued~~copy ~~Listing~~of ~~Rule~~which oris ~~Standard;~~being ~~Transfer~~filed ofas ~~Listing~~Exhibit 10.1 hereto and is incorporated herein by reference.

In connection with the consummation of the Merger, the NASDAQ Global Select Market (the “NASDAQ”) was notified that each outstanding Common Unit (excluding certain Common Units owned by Archrock and its subsidiaries) was converted pursuant to the Merger into the right to receive the Merger Consideration, subject to the terms and conditions of the Merger Agreement. The Partnership requested that the NASDAQ file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Common Units. The Common Units were delisted and removed from trading on the NASDAQ prior to the opening of trading on April 27, 2018.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth under Item 2.01 is incorporated into this Item 5.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, at the Effective Time, James G. Crump, G. Stephen Finley and Edmund P. Segner, III resigned as directors of the Managing GP. The decision of each of Messrs. Crump, Finley and Segner to resign as directors of the Managing GP was not the result of any disagreement with the Managing GP or the Partnership on any matter relating to the operations, policies or practices of the Managing GP or the Partnership.

Item 7.01 Regulation FD Disclosure.

On ~~April~~March 267, ~~2018~~2019, the Partnership ~~and Archrock~~ issued a ~~joint~~ press release announcing ~~the~~its ~~completion~~and ofFinance Corp.’s intention, subject to market and other conditions, to commence the ~~Merger~~Notes Offering. A copy of the press release is ~~attached~~furnished herewith as Exhibit 99.1 ~~to this Current Report on Form 8-K~~ and is incorporated herein by reference.

~~The~~On ~~information furnished pursuant to this Item~~ March 7~~.01~~, ~~including Exhibit 99.1~~2019, ~~shall~~the ~~not~~Partnership beissued ~~deemed~~a topress berelease ~~“filed”~~announcing ~~for~~ the ~~purposes~~pricing of ~~Section 18 of~~ the ~~Securities~~Notes ~~Exchange~~Offering. ~~Act~~A copy of ~~1934, as amended (~~the ~~“Exchange~~press ~~Act”), and~~release ~~will~~is ~~not~~furnished beherewith ~~incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933,~~ as ~~amended,~~Exhibit 99.2 ~~unless~~and ~~specifically~~is ~~identified therein as being~~ incorporated ~~therein~~herein by reference.

On March 7, 2019, the Partnership issued a press release announcing its intention to redeem, subject to the consummation of the Notes Offering, all of the Partnership’s outstanding 6.000% Senior Notes due 2021. A copy of the press release is furnished herewith as Exhibit 99.3 and is incorporated herein by reference.

The information included in this Item 97.01 ~~Financial~~and ~~Statements~~Exhibits 99.1, 99.2 and 99.3 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, 99.2 and 99.3 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

~~(d)~~ Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of January 1, 2018, by and among Archrock, Inc., Archrock GP LLC, Archrock General Partner, L.P. and Archrock Partners, L.P., incorporated by reference to Exhibit 2.1 of the Partnership’s Current Report on Form 8-K filed on January 2, 2018.
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of January 11, 2018, by and among Archrock, Inc., Archrock GP LLC, Archrock General Partner, L.P., Archrock Partners, L.P. and Amethyst Merger Sub LLC, incorporated by reference to Exhibit 2.2 of the Partnership’s Current Report on Form 8-K filed on January 16, 2018.
99.1		Press Release dated April 26, 2018.

* The schedules have been omitted pursuant to Item 601(bd)~~(2) of Regulation S-K and will be provided to the SEC upon request~~ Exhibits.

Exhibit Number		Description
10.1		Purchase Agreement, dated as of March 7, 2019, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein.
99.1		Archrock Partners, L.P. press release dated March 7, 2019.
99.2		Archrock Partners, L.P. press release dated March 7, 2019.
99.3		Archrock Partners, L.P. press release dated March 7, 2019.

~~SIGNATURES~~3

~~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~~SIGNATURE

	ARCHROCK PARTNERS, L.P.
	By: Archrock General Partner, L.P.,
	its general partner
	By: Archrock GP LLC,
	its general partner
April 26, 2018	By:	/s/ Stephanie C. Hildebrandt
		Stephanie C. Hildebrandt
		Senior Vice President and General Counsel

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.

5ARCHROCK PARTNERS, L.P. By: Archrock General Partner, L.P., its general partner By: Archrock GP LLC, its general partner /s/ Stephanie C. Hildebrandt Stephanie C. Hildebrandt Senior Vice President and General Counsel

Date: March 8, 2019

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