UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 toor 15 (d) of the Securities Exchange Act Of 1934

Date of report (Date of earliest event reported): March 821, 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	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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) of 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 1.01 Entry into a Material Definitive Agreement

~~Purchase Agreement~~Indenture

On March 721, 2019, Archrock Partners, L.P. (the “Partnership”) and its wholly owned subsidiary, Archrock Partners Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), ~~and~~completed ~~Archrock, Inc., as parent guarantor (the “Parent”), and the other subsidiary guarantors thereto (together with Parent, the “Guarantors”), entered into~~ a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), with respect to a private offering (the “Notes Offering”) ~~by the Issuers~~ of $500,000,000 aggregate principal amount of ~~their~~ 6.875% ~~Senior~~senior ~~Notes~~notes due 2027 (the “Notes”), along with the related guarantees ~~(the “Guarantees”)~~ of the Notes~~. The~~ ~~Notes Offering is expected to close on or about March 21, 2019, in accordance with~~ (the ~~terms of the Purchase Agreement~~“Guarantees”).

The Notes and ~~the~~ Guarantees were issued ~~and sold to the Initial Purchasers~~ pursuant to an ~~exemption~~indenture ~~from the registration requirements of the Securities Act of 1933, as amended~~ (the “~~Securities Act~~Indenture”), ~~pursuant~~dated ~~to Section~~March ~~4(a)(2) thereunder. The~~21, ~~Initial~~2019, ~~Purchasers~~among ~~intend to resell~~ the ~~Notes~~Issuers, ~~and Guarantees (i)~~Archrock, ~~inside~~Inc. (the ~~United States to~~ “~~qualified institutional buyers,~~Parent”), ascertain ~~defined~~subsidiaries ~~in Rule 144A~~ (~~“Rule 144A”)~~other ~~under~~than the ~~Securities~~Issuers) ~~Act~~of ~~in private sales exempt from registration under~~ the ~~Securities~~Parent ~~Act~~party inthereto ~~accordance~~(collectively with ~~Rule 144A, and (ii) to other eligible purchasers pursuant to offers and sales that occur outside~~ the ~~United~~Parent, ~~States within~~ the ~~meaning of Regulation S under the Securities Act (~~“~~Regulation S~~Guarantors”) ~~in accordance with Regulation S. The Notes~~ and ~~Guarantees~~Wells ~~have~~Fargo ~~not~~Bank, ~~been~~National ~~registered~~Association, ~~under~~as ~~the~~trustee ~~Securities Act or applicable state securities laws and may not be offered or sold in~~ (the ~~United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws~~“Trustee”).

The ~~issue~~Notes ~~price~~are ~~for~~fully ~~the Notes~~ and ~~Guarantees~~unconditionally ~~was~~guaranteed, ~~100%~~jointly ofand ~~their~~severally, ~~principal~~on ~~amount.~~a ~~The~~senior ~~Partnership~~unsecured ~~intends~~basis toby ~~use~~ the ~~approximately~~Guarantors. The ~~$491~~Notes ~~million~~and ~~of net proceeds of~~ the ~~Offering,~~Guarantees ~~after~~rank ~~deducting~~equally ~~discounts~~in ~~and~~right ~~estimated~~of ~~offering~~payment ~~expenses,~~with toall ~~redeem~~of the ~~Partnership~~Issuers’s ~~6.000%~~and ~~senior notes due 2021 (~~the ~~“2021~~Guarantors’ ~~Notes”)~~existing and ~~partially~~future ~~repay~~senior ~~outstanding borrowings under its revolving credit facility~~indebtedness.

~~The~~Interest ~~Purchase~~on ~~Agreement~~the ~~contains~~Notes ~~customary~~is ~~representations,~~payable ~~warranties~~semi-annually ~~and~~in ~~covenants~~arrears ~~and~~on ~~includes~~April 1 ~~the terms~~ and ~~conditions~~October 1 ~~for the sale~~ of ~~the~~each ~~Notes~~year, ~~indemnification~~beginning ~~(including~~October 1, ~~indemnification~~2019, ~~for~~at ~~liabilities~~a ~~under~~rate ~~the~~of ~~Securities~~6.875% ~~Act)~~per ~~and~~year. The ~~contribution~~Notes ~~obligations~~mature ~~and~~on ~~other~~April 1, ~~terms and conditions customary in agreements of this type~~2027.

~~Certain~~At ofany time prior to April 1, 2022, the ~~Initial~~Issuers ~~Purchasers~~may orredeem ~~their~~all ~~affiliates~~or ~~perform~~part ~~and~~of ~~have~~the ~~performed~~Notes, ~~commercial~~at ~~and~~a ~~investment~~redemption ~~banking~~price ~~and~~equal ~~advisory~~to ~~services~~100% ~~for~~of the ~~Partnership~~principal ~~from~~amount ~~time~~of tothe ~~time~~Notes ~~for~~plus ~~which~~a ~~they~~“make-whole” ~~receive~~premium plus accrued and ~~have~~unpaid ~~received~~interest, ~~customary~~if ~~fees~~any, ~~and~~to, ~~expenses~~but not including, the redemption date. At Inany ~~particular~~time prior to April 1, ~~affiliates~~2022, the Issuers may also redeem up to 35% of ~~certain~~the aggregate principal amount of the ~~Initial~~Notes ~~Purchasers~~with ~~are~~an ~~lenders~~amount ~~under~~of cash not greater than the ~~Partnership’s~~net ~~revolving~~cash ~~credit~~proceeds ~~facility~~from ~~and~~one ~~therefore~~or ~~may~~more ~~receive~~equity ~~their~~offerings, ~~pro~~at ~~rata~~a ~~share~~redemption price of ~~any~~106.875% ~~proceeds~~of ~~from~~ the ~~sale~~principal amount of the Notes ~~that~~to ~~are~~be ~~used~~redeemed, toplus ~~repay~~accrued ~~borrowings~~and ~~under~~unpaid ~~the~~interest, ~~Partnership’s~~if ~~revolving~~any, ~~credit~~to, ~~facility.~~but ~~The~~not ~~Initial~~including, ~~Purchasers~~the ~~may~~redemption date, ~~from~~as ~~time~~long toas ~~time,~~at ~~engage~~least in65% ~~transactions~~of ~~with~~the ~~and~~aggregate ~~perform~~principal ~~services~~amount ~~for~~of the ~~Partnership~~Notes inoriginally issued on the ~~ordinary~~issue ~~course~~date of(excluding ~~their~~notes ~~business,~~held ~~for~~by ~~which~~the ~~they~~Parent ~~will~~and ~~receive~~its ~~fees~~subsidiaries) remains outstanding after each such redemption and ~~expenses~~the redemption occurs within 180 days after the date of the closing of such equity offering.

InOn ~~addition~~or after April 1, 2022, the Issuers ~~and~~may ~~the~~redeem ~~Guarantors~~all ~~have~~or ~~agreed~~part ~~with~~of the ~~Initial~~Notes ~~Purchasers~~at ~~not~~the toredemption ~~offer~~prices orset ~~sell~~forth ~~any~~below, ~~debt~~plus ~~securities~~accrued ~~for~~and aunpaid ~~period~~interest, ofif 60any, ~~days~~to, ~~after~~but ~~the~~not ~~date~~including, of the ~~Purchase~~redemption ~~Agreement~~date, ~~without~~beginning ~~the~~on ~~prior~~April 1 ~~consent~~ of ~~J.P.~~the ~~Morgan~~years ~~Securities~~indicated ~~LLC.~~below:

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.

Year	Percentage
2022	105.156	%
2023	103.438	%
2024	101.719	%
2025 and thereafter	100.000	%

The Indenture contains covenants that will limit the ability of the Parent and its restricted subsidiaries, including the Issuers, to (i) make distributions on, purchase or redeem the Parent’s common stock or repurchase or redeem subordinated indebtedness; (ii) make investments; (iii) incur, assume or guarantee additional indebtedness or issue preferred stock; (iv) create liens to secure indebtedness; (v) sell or otherwise dispose of assets; (vi) consolidate with or merge with or into, or sell its properties to, another person; (vii) enter into transactions with affiliates; and (viii) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the Notes achieve an investment grade rating from each of Moody’s Investors Service, Inc. and S&P Global Ratings and no default under the Indenture exists, many of the foregoing covenants will terminate.

The Indenture also contains customary events of default, including (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes; (iii) covenant defaults, (iv) cross-defaults to certain indebtedness and (v) certain events of bankruptcy or insolvency with respect to the Parent or any of the Guarantors (including the Issuers). If an event of default arises from certain events of bankruptcy, insolvency or reorganization, with respect to the Issuers, the Parent, any restricted subsidiary of the Parent that is a significant subsidiary or any group of restricted subsidiaries of the Parent that, taken together, would constitute a significant subsidiary of the Parent, all outstanding Notes will become due and payable immediately without further action or notice. If an event of default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

If the Partnership experiences certain kinds of changes of control, holders of the Notes will be entitled to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s Notes pursuant to an offer on the terms set forth in the Indenture. The Company will offer to make a cash payment equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

The summary of the Indenture 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 4.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 hereof is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 721, 2019, the Partnership issued a press release announcing ~~its~~the ~~and~~closing ~~Finance~~of ~~Corp.’s intention, subject to market and other conditions, to commence~~ the Notes Offering. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

OnThe ~~March~~ information included in this Item 7,.01 ~~2019,~~and ~~the~~Exhibit 99.1 ~~Partnership~~attached ~~issued~~hereto aare ~~press~~being ~~release~~furnished ~~announcing~~and shall not be deemed “filed” for the ~~pricing~~purpose of ~~the~~Section 18 ~~Notes~~of ~~Offering.~~the ASecurities ~~copy~~Exchange Act of 1934, as amended, or otherwise subject to the ~~press~~liabilities ~~release~~of isthat ~~furnished~~section. ~~herewith~~The asinformation included in this Item 7.01 and Exhibit 99.21 ~~and~~attached ishereto ~~incorporated~~shall ~~herein~~not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

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 7.01 and 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.

Item 9.01. Financial Statements and Exhibits.

(d) 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.
4.1		Indenture, dated as of March 21, 2019, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
99.1		Archrock Partners, L.P. press release dated March 721, 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.

SIGNATURE

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 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 821, 2019

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