~~Washington,~~UNITED ~~D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~ of ~~report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): March 21, 2019~~1934

Date of Report (Date of Earliest Event Reported): November 8, 2019

Commission File Number 001-33078

ARCHROCK PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

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

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

9807 Katy Freeway, Suite 100, Houston, TX 77024

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices, zip code~~: (281~~) ~~836-8000~~

~~Former~~(281) ~~name or former address, if changed since last report~~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:

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~~registered ofpursuant ~~1933~~to ~~(§230.405~~Section ~~of this chapter~~12(b) of ~~Rule 12b-2 of~~ the ~~Securities Exchange~~ Act ~~of 1934 (§240.12b-2 of this chapter).~~:

~~Emerging~~Title ~~growth~~of ~~company o~~each class Trading Symbol Name of exchange on which registered None N/A N/A

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant is ~~has~~an ~~elected~~emerging ~~not~~growth tocompany ~~use~~as ~~the~~defined ~~extended~~in ~~transition~~Rule ~~period~~405 ~~for~~of ~~complying~~the ~~with~~Securities ~~any~~Act ~~new~~of or1933 ~~revised~~(§230.405 ~~financial~~of ~~accounting~~this ~~standards~~chapter) ~~provided~~or ~~pursuant~~Rule ~~to Section 13(a)~~ 12b-2 of the Securities Exchange Act of 1934 (§240. o12b-2 of this chapter).

~~Item~~Emerging ~~1.01~~growth ~~Entry~~company ~~into a Material Definitive Agreement~~¨

~~Indenture~~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. ¨

OnItem ~~March 21, 2019, Archrock Partners, L~~1.P.01 ~~(the~~Entry ~~“Partnership”)~~into ~~and its wholly owned subsidiary, Archrock Partners Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), completed~~ a ~~private~~Material ~~offering (the “Notes Offering”) of $500,000,000 aggregate principal amount of 6~~Definitive Agreement.~~875% senior notes due 2027 (the “Notes”), along with the related guarantees of the Notes (the “Guarantees”).~~

~~The~~On ~~Notes~~November ~~and~~8, ~~Guarantees~~2019 ~~were~~(the ~~issued~~“Amendment No. ~~pursuant~~2 toEffective anDate”), ~~indenture~~Archrock Partners, L.P. (~~the~~“we” or “~~Indenture~~us”), ~~dated~~Archrock ~~March 21,~~Partners ~~2019,~~Operating ~~among~~LLC ~~the~~and Archrock ~~Issuers~~Services, ~~Archrock, Inc~~L.P. (collectively, the “~~Parent~~Borrowers”), and certain ~~subsidiaries~~of (our other ~~than~~subsidiaries and affiliates (the ~~Issuers~~“Archrock Parties”) ofentered ~~the~~into ~~Parent~~an ~~party~~Amendment ~~thereto~~No. 2 to Credit Agreement (~~collectively~~“Amendment ~~with~~No. ~~the~~2”), ~~Parent~~which amends that certain Credit Agreement, dated as of March 30, 2017 (as amended, the “~~Guarantors~~Credit Agreement”), ~~and~~among ~~Wells~~us, ~~Fargo~~the Borrowers, ~~Bank~~the Archrock Parties, ~~National~~JPMorgan ~~Association~~Chase Bank, N.A., as ~~trustee~~administrative agent for the lenders thereunder (in such capacity, the “~~Trustee~~Administrative Agent”), and the lenders party thereto.

~~The~~Pursuant ~~Notes~~to ~~are~~Amendment ~~fully~~No. 2, ~~and~~on ~~unconditionally~~the Amendment ~~guaranteed~~No. 2 Effective Date, ~~jointly~~among ~~and~~other ~~severally~~things, onwe (a) ~~senior~~extended ~~unsecured~~the ~~basis~~scheduled bymaturity date of the ~~Guarantors. The~~revolving ~~Notes~~credit ~~and~~facility under the ~~Guarantees~~Credit ~~rank~~Agreement ~~equally~~from inMarch ~~right~~30, of2022 ~~payment~~to ~~with~~November ~~all~~8, 2024 (or June 3, 2022, if any portion of the ~~Issuers’~~2014 Notes (as defined in Amendment No. 2) remains outstanding at such date and either (x) has not been repaid as of such date or (y) has not been refinanced) and (b) changed the ~~Guarantors’~~applicable ~~existing~~margin for borrowings under the revolving credit facility such that (i) the applicable margin for Eurodollar Loans (as defined in the Credit Agreement) ranges from 2.00% to 2.75% and ~~future~~(ii) ~~senior~~the ~~indebtedness~~applicable margin for ABR Loans (as defined in the Credit Agreement) ranges from 1.00% to 1.75%, in each case determined based on a total leverage ratio pricing grid.

~~Interest~~The onforegoing ~~the~~summary ~~Notes~~of isAmendment ~~payable~~No. 2 ~~semi-annually~~does innot ~~arrears~~purport onto ~~April 1~~be complete and ~~October 1~~is ofqualified ~~each~~in ~~year,~~its ~~beginning~~entirety ~~October 1,~~by ~~2019,~~reference atto athe ~~rate~~full text of 6Amendment No.~~875%~~ ~~per~~2, ~~year~~which is filed as Exhibit 10. ~~The~~1 ~~Notes~~to ~~mature~~this Current Report on ~~April 1,~~Form ~~2027~~8-K and is incorporated herein by reference.

AtItem any time prior to April 1, 2022, the Issuers may redeem all or part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but not including, the redemption date9. At01 ~~any~~Financial ~~time~~Statements prior to April 1, 2022, the Issuers may also redeem up to 35% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds from one or more equity offerings, at a redemption price of 106.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, as long as at least 65% of the aggregate principal amount of the Notes originally issued on the issue date (excluding notes held by the Parent and its subsidiaries) remains outstanding after each such redemption and the redemption occurs within 180 days after the date of the closing of such equity offeringExhibits.

OnAmendment No. 2 has been filed to provide investors with information regarding its terms. The agreement is not intended to provide any other information about us or ~~after~~our business ~~April 1~~or operations. In particular, ~~2022~~the representations, warranties, and covenants contained in the ~~Issuers~~agreement ~~may~~were ~~redeem~~made ~~all~~only for orpurposes ~~part~~of such agreement and, in certain circumstances, as of specific dates, and were solely for the ~~Notes~~benefit atof the ~~redemption~~parties to ~~prices~~the ~~set~~agreement. ~~forth~~The ~~below~~assertions embodied in any representations, ~~plus~~warranties, ~~accrued~~and covenants contained in the agreement may be subject to qualifications with respect to knowledge and ~~unpaid~~materiality ~~interest,~~different iffrom ~~any~~those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, ~~but~~warranties ~~not~~and ~~including~~covenants set forth in the agreement. Moreover, certain representations, warranties, and covenants in the ~~redemption~~agreement may have been used for the purpose of allocating risk between 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, ~~beginning~~which subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors should not rely on ~~April 1~~the representations, warranties and covenants in the agreement as characterizations of the ~~years~~actual ~~indicated~~state ~~below:~~of facts about us or our business or operations on the date hereof.

Year		Percentage
Exhibit No.	Description
2022		105.156	%
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.
2023		103.438	%
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
2024		101.719	%
2025 and thereafter		100.000	%

* The ~~Indenture~~exhibit ~~contains covenants that will limit the ability of the Parent and its restricted subsidiaries, including the Issuers,~~ to ~~(i) make~~this ~~distributions~~agreement ~~on,~~has ~~purchase~~been omitted orin ~~redeem~~accordance ~~the~~with ~~Parent’s~~Item ~~common stock or repurchase or redeem subordinated indebtedness;~~ 601(iia) ~~make investments;~~ (~~iii~~5) ~~incur,~~ ~~assume~~of orRegulation ~~guarantee~~S-K. ~~additional~~A ~~indebtedness~~copy ~~or issue preferred stock; (iv) create liens to secure indebtedness; (v) sell or otherwise dispose~~ of ~~assets;~~the ~~(vi) consolidate~~omitted ~~with~~exhibit orwill ~~merge~~be ~~with~~furnished ~~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.~~ Securities and ~~S&P~~Exchange ~~Global~~Commission ~~Ratings~~on ~~and no default under the Indenture exists, many of the foregoing covenants will terminate~~request.

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.2

2SIGNATURES

IfPursuant ~~the Partnership experiences certain kinds of changes of control, holders of the Notes will be entitled~~ to ~~require~~ the ~~Partnership~~requirements ~~to repurchase all or any part (equal to $2,000 or an integral multiple~~ of ~~$1,000~~the inSecurities Exchange ~~excess~~Act of $21934,~~000)~~ ~~of that holder’s Notes pursuant to an offer on~~ the ~~terms~~registrant ~~set~~has ~~forth~~duly incaused ~~the~~this ~~Indenture. The~~report ~~Company will offer~~ to ~~make~~be asigned ~~cash payment equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest~~ on ~~the~~its ~~Notes~~behalf ~~repurchased~~by ~~to, but not including,~~ the ~~date~~undersigned ofhereunto ~~purchase,~~duly ~~subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date~~authorized.

~~The~~ARCHROCK ~~summary~~PARTNERS, ofL.P. ~~the~~By: ~~Indenture~~Archrock ~~set~~General ~~forth~~Partner, ~~in this Item 1~~L.01P., ~~does~~its ~~not~~general ~~purport~~partner toBy: beArchrock ~~complete~~GP ~~and~~LLC, isits ~~qualified~~general bypartner ~~reference~~/s/ toStephanie ~~such~~C. ~~agreement,~~Hildebrandt aStephanie ~~copy~~C. ofHildebrandt ~~which~~Senior isVice ~~being~~President ~~filed as Exhibit 4.1 hereto~~ and isGeneral ~~incorporated~~Counsel ~~herein~~November by12, ~~reference.~~2019

~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~3

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

Item 7.01 Regulation FD Disclosure.

On March 21, 2019, the Partnership issued a press release announcing the closing of the Notes Offering. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Item 7.01 and Exhibit 99.1 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 Exhibit 99.1 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
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 21, 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 21, 2019

Filing Compare · Archrock Partners, L.P.