UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of ~~the~~report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): December 16, 2019

~~Date~~ARCHROCK PARTNERS, ~~of Report~~ L.P. (~~Date~~Exact name of ~~Earliest~~registrant ~~Event~~as ~~Reported): November~~specified 8,in ~~2019~~its charter)

Commission File Number 001-33078

Delaware	001-33078	22-3935108
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ARCHROCK PARTNERS, L.P.

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

~~(Exact~~Registrant’s ~~name~~telephone ofnumber, ~~registrant~~including asarea ~~specified~~code: ~~in its charter~~(281) 836-8000

Delaware	22-3935108
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

Former name or former address, if changed since last report

9807 Katy Freeway, Suite 100, Houston, TX 77024

(Address of principal executive offices, zip code)

(281) 836-8000

Registrant’s telephone number, including area code

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
None		N/A		N/A

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

Emerging growth company ¨

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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

OnPurchase November 8, 2019 (the “Amendment No. 2 Effective Date”), Archrock Partners, L.P. (“we” or “us”), Archrock Partners Operating LLC and Archrock Services, L.P. (collectively, the “Borrowers”), and certain of our other subsidiaries and affiliates (the “Archrock Parties”) entered into an Amendment No. 2 to Credit Agreement (“Amendment No. 2”), which amends that certain Credit Agreement, dated as of March 30, 2017 (as amended, the “Credit Agreement”), among us, the Borrowers, the Archrock Parties, JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereunder (in such capacity, the “Administrative Agent”), and the lenders party thereto.

~~Pursuant~~On toDecember ~~Amendment~~16, ~~No. 2~~2019, onArchrock ~~the~~Partners, ~~Amendment No~~L. 2P. ~~Effective Date, among other things, we~~ (~~a) extended~~ the ~~scheduled~~“Partnership”) ~~maturity~~and ~~date~~its ofwholly ~~the~~owned ~~revolving~~subsidiary, ~~credit~~Archrock ~~facility under~~Partners ~~the~~Finance ~~Credit~~Corp. ~~Agreement~~(“Finance ~~from March 30~~Corp.” and, ~~2022~~together towith ~~November~~the 8Partnership, ~~2024~~the ~~(or~~“Issuers”), ~~June~~and 3Archrock, ~~2022~~Inc., ifas ~~any~~parent ~~portion~~guarantor of(the “Parent”), and the ~~2014~~other ~~Notes~~subsidiary ~~(as~~guarantors ~~defined in~~thereto ~~Amendment~~(together ~~No. 2)~~with ~~remains~~Parent, ~~outstanding~~the at“Guarantors”), ~~such~~entered ~~date~~into ~~and~~a ~~either~~purchase agreement (xthe “Purchase Agreement”) ~~has~~with ~~not~~RBC ~~been~~Capital ~~repaid~~Markets, LLC, as representative of ~~such~~the ~~date~~initial orpurchasers ~~(y)~~listed ~~has~~in ~~not been~~Schedule ~~refinanced)~~1 ~~and~~thereto (~~b) changed~~ the ~~applicable~~“Initial ~~margin~~Purchasers”), ~~for~~with ~~borrowings~~respect ~~under~~to ~~the~~a ~~revolving~~private ~~credit~~offering ~~facility~~(the ~~such~~“Notes ~~that (i~~Offering”) ~~the~~by ~~applicable~~the ~~margin~~Issuers ~~for~~of ~~Eurodollar~~$500,000,000 ~~Loans~~aggregate ~~(as~~principal ~~defined~~amount inof ~~the~~their ~~Credit Agreement) ranges from 2~~6.00250% toSenior ~~2.75%~~Notes ~~and~~due ~~(ii)~~2028 (the ~~applicable~~“Notes”), ~~margin~~along ~~for~~with the ~~ABR~~related ~~Loans~~guarantees (asthe ~~defined~~“Guarantees”) inof the ~~Credit~~Notes. ~~Agreement)~~The ~~ranges~~Notes ~~from~~Offering ~~1.00%~~is expected to ~~1.75%,~~close inon ~~each~~or ~~case~~about ~~determined~~December ~~based~~20, 2019, onin aaccordance ~~total~~with ~~leverage~~the ~~ratio pricing~~terms ~~grid~~of the Purchase Agreement.

The ~~foregoing~~Notes ~~summary~~and the Guarantees were issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of ~~Amendment~~the ~~No.~~Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) ~~does~~thereunder. ~~not~~The ~~purport~~Initial Purchasers intend to beresell ~~complete~~the Notes and isGuarantees (i) inside the United States to “qualified institutional buyers,” as defined in ~~its~~Rule ~~entirety~~144A by(“Rule 144A”) ~~reference~~under the Securities Act in private sales exempt from registration under the Securities Act in accordance with Rule 144A, and (ii) to other eligible purchasers pursuant to offers and sales that occur outside the ~~full~~United ~~text~~States within the meaning of ~~Amendment~~Regulation NoS under the Securities Act (“Regulation S”) in accordance with Regulation S. 2,The ~~which~~Notes isand ~~filed~~Guarantees ashave ~~Exhibit~~not ~~10.1~~been toregistered ~~this~~under ~~Current~~the ~~Report~~Securities onAct ~~Form~~or ~~8-K~~applicable state securities laws and ismay ~~incorporated~~not ~~herein~~be byoffered ~~reference~~or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

~~Item~~The 9issue price for the Notes and Guarantees was 100% of their principal amount.01 ~~Financial~~The ~~Statements~~Partnership intends to use the approximately $491.5 million of net proceeds of the Offering, after deducting discounts and ~~Exhibits~~estimated offering expenses, to partially repay outstanding borrowings under its revolving credit facility and for general partnership purposes.

~~Amendment No. 2 has been filed to provide investors with information regarding its terms.~~ The ~~agreement~~Purchase isAgreement ~~not~~contains ~~intended to provide any other information about us or our~~customary ~~business or operations. In particular, the~~ representations, warranties, and covenants ~~contained~~and inincludes the ~~agreement~~terms ~~were made only for purposes of such agreement~~ and, inconditions ~~certain circumstances, as of specific dates, and were solely~~ for the ~~benefit~~sale of the ~~parties to the agreement. The assertions embodied in any representations~~Notes, ~~warranties,~~indemnification ~~and covenants contained in the agreement may be subject~~(including toindemnification ~~qualifications~~for ~~with~~liabilities ~~respect~~under ~~to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with~~ the ~~exhibits.~~Securities ~~These~~Act) ~~disclosure schedules may contain information that modifies, qualifies~~ and ~~creates~~contribution ~~exceptions~~obligations ~~to the representations, warranties~~ and ~~covenants~~other ~~set~~terms ~~forth in the agreement. Moreover, certain representations, warranties,~~ and ~~covenants~~conditions ~~in the agreement may have been used for the purpose of allocating risk between~~customary parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the agreement, which subsequent information may or may not be fully reflected in ~~our~~agreements ~~public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreement as characterizations~~ of ~~the~~this ~~actual state of facts about us or our business or operations on the date hereof~~type.

Exhibit No.	Description
10.1*	Amendment No. 2 to Credit Agreement, dated as of November 8, 2019, by and among Archrock Partners, L.P., Archrock Partners Operating LLC, Archrock Services, L.P., the other Loan Parties thereto, the Lenders thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 ~~The~~addition, ~~exhibit~~the toIssuers ~~this~~and ~~agreement~~the ~~has been~~Guarantors ~~omitted~~have inagreed ~~accordance~~ with ~~Item~~the ~~601(a)(5)~~Initial ofPurchasers ~~Regulation~~not ~~S-K.~~to Aoffer ~~copy~~or ofsell ~~the~~any ~~omitted~~debt ~~exhibit~~securities ~~will~~for bea ~~furnished~~period toof 60 days after the ~~Securities~~date of the ~~and~~Purchase ~~Exchange~~Agreement ~~Commission~~without onthe ~~request~~prior consent of RBC Capital Markets, LLC.

2The 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.

~~SIGNATURES~~Item 7.01 Regulation FD Disclosure.

~~Pursuant~~On toDecember ~~the~~16, ~~requirements~~2019, of the ~~Securities~~Partnership issued ~~Exchange~~a ~~Act~~press ofrelease ~~1934,~~announcing ~~the~~its ~~registrant~~and ~~has~~Finance ~~duly~~Corp.’s ~~caused~~intention, ~~this~~subject ~~report~~to market and other conditions, to becommence ~~signed~~the onNotes Offering. ~~its~~A ~~behalf~~copy byof the ~~undersigned~~press ~~hereunto~~release ~~duly~~is ~~authorized~~furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

~~ARCHROCK~~On ~~PARTNERS~~December 16, ~~L.P.~~2019, ~~By:~~the ~~Archrock~~Partnership ~~General~~issued a ~~Partner,~~press ~~L.P.,~~release ~~its~~announcing ~~general~~the ~~partner~~pricing ~~By:~~of ~~Archrock~~the GPNotes ~~LLC,~~Offering. ~~its~~A ~~general~~copy ~~partner~~of ~~/s/~~the ~~Stephanie~~press C.release ~~Hildebrandt~~is ~~Stephanie~~furnished C.herewith ~~Hildebrandt~~as ~~Senior~~Exhibit ~~Vice President~~ 99.2 and ~~General~~is ~~Counsel~~incorporated ~~November~~herein ~~12,~~by ~~2019~~reference.

3The 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 of December 16, 2019, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and RBC Capital Markets, LLC, as representative of the initial purchasers named therein.
99.1		Archrock Partners, L.P. press release dated December 16, 2019.
99.2		Archrock Partners, L.P. press release dated December 16, 2019.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 17, 2019

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