Archrock, Inc. and Archrock Partners, L.P. Announce Record Date and Meeting Date for Meetings Regarding Proposed Merger
March 12 2018 - 5:00PM
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.
About Archrock
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.
Forward-Looking Statements
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 (NYSE:AROC)
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