UNITED 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 (Date of Earliest Event Reported): December 12, 2025
Commission File Number 001-33666
ARCHROCK, INC.
(Exact name of registrant as specified in its charter)
Delaware |
74-3204509 |
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
9807 Katy Freeway, Suite 100, Houston, TX 77024 |
(Address of principal executive offices, zip code) |
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(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common stock, $0.01 par value per share |
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AROC |
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New York Stock Exchange |
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NYSE Texas |
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) or Rule 12b-2 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 1.01Entry into a Material Definitive Agreement.
On December 12, 2025, Archrock, Inc. (“we” or “us”), Archrock Partners Operating LLC, Archrock Services, L.P. (“ASLP” and, together with Archrock Partners Operating LLC, the “Borrowers” and each, a “Borrower”) and certain of our subsidiaries entered into a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and certain financial institutions as lenders. The Third Amendment amends the Amended and Restated Credit Agreement, dated as of May 16, 2023, among us, the Borrowers, certain of our subsidiaries, the Administrative Agent and certain financial institutions as lenders or issuing banks (as in effect prior to the Third Amendment, the “Existing Credit Agreement”), which governs our senior secured asset-based revolving credit facility (the “Credit Facility”).
The Third Amendment amends the Existing Credit Agreement to, among other things, (i) remove the 0.10% per annum credit spread adjustment that was previously included in the calculation of Adjusted Daily Simple SOFR, the Adjusted REVSOFR30 Rate and Adjusted Term SOFR (each as defined in the Existing Credit Agreement) applicable to all interest periods applicable to the loans made under the Credit Facility, (ii) decrease the applicable margin for all borrowings by 0.25% per annum such that the applicable margin for borrowings varies (A) in the case of Term SOFR loans, from 1.75% to 2.50% per annum and (B) in the case of Base Rate loans, from 0.75% to 1.50% per annum (such margin determined based on a total leverage ratio pricing grid) and (iii) decrease the commitment fee payable on the daily unused amount of the Credit Facility from 0.375% per annum to 0.25% per annum when less than 50% of the Credit Facility is utilized.
The foregoing summary of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Third Amendment contained in Item 1.01 in this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01Financial Statements and Exhibits.
The Third Amendment has been filed to provide investors with information regarding its terms. The agreement is not intended to provide any other information about us or our business or operations. In particular, the representations, warranties, and covenants contained in the agreement were made only for purposes of such agreement and, in certain circumstances, as of specific dates, and were solely for the benefit of the parties to the agreement. The assertions embodied in any representations, warranties, and covenants contained in the agreement may be subject to qualifications with respect 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. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreement. Moreover, certain representations, warranties, and covenants in the 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, which subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreement as characterizations of the actual state of facts about us or our business or operations on the date hereof.
Exhibit No. |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File, formatted in Inline XBRL |
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SIGNATURES
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.
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ARCHROCK, INC. |
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By: |
/s/ Stephanie C. Hildebrandt |
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Stephanie C. Hildebrandt |
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Senior Vice President, General Counsel and Secretary |
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December 12, 2025 |
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Exhibit 10.1
Execution Version
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of December 12, 2025 (the “Third Amendment Effective Date”), is entered into by and among ARCHROCK SERVICES, L.P., a Delaware limited partnership (the “Administrative Borrower”), and ARCHROCK PARTNERS OPERATING LLC, a Delaware limited liability company (“Operating” and together with the Administrative Borrower, each, a “Borrower” and, collectively, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), as an Issuing Bank and as Swingline Lender.
WITNESSETH
WHEREAS, the Borrowers, the Loan Parties from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of May 16, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Third Amendment Effective Date, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the amendments set forth in Section 2 of this Third Amendment, the “Credit Agreement”);
WHEREAS, the parties hereto desire to enter into this Third Amendment, to, among other things, amend certain terms of the Existing Credit Agreement as set forth herein, in each case, to be effective as of the Third Amendment Effective Date; and
WHEREAS, subject to and upon the terms and conditions set forth herein, each Lender has agreed to enter into this Third Amendment and amend the Existing Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
“Third Amendment” means the Third Amendment to Amended and Restated Credit Agreement, dated as of the Third Amendment Effective Date, among the Borrowers, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
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“Third Amendment Effective Date” means December 12, 2025.
“Adjusted Daily Simple SOFR” means, with respect to any RFR Borrowing, an interest rate per annum equal to the Daily Simple SOFR; provided that if Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Adjusted REVSOFR30 Rate” means an interest rate per annum equal to the REVSOFR30 Rate; provided that (i) if the Adjusted REVSOFR30 Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement and (ii) if the REVSOFR30 Rate shall not be available, then the Adjusted REVSOFR30 Rate shall be equal to the Alternate Base Rate.
“Adjusted Term SOFR” means, with respect to any Term Benchmark Borrowing for any Interest Period or for any ABR Borrowing based on Adjusted Term SOFR, an interest rate per annum equal to the Term SOFR for such Interest Period (or, in the case of any ABR Borrowing based on Adjusted Term SOFR, Term SOFR for a one-month Interest Period); provided that if Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Applicable Rate” means, for any day, with respect to any Loan, the applicable rate per annum set forth below under the caption “ABR and REVSOFR30 Spread” or “Term Benchmark and RFR Spread”, as the case may be, based upon the Total Leverage Ratio as of the most recent determination date; provided that, on and after the Third Amendment Effective Date, the Applicable Rate shall be Category 3 until the delivery to the Administrative Agent, pursuant to Section 5.01(a), of Parent’s consolidated financial information for the fiscal year ending December 31, 2025:
Total Leverage Ratio |
ABR and REVSOFR30 Spread |
Term Benchmark and RFR Spread |
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Category 1 |
1.50% |
2.50% |
Category 2 |
1.25% |
2.25% |
Category 3 |
1.00% |
2.00% |
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Total Leverage Ratio |
ABR and REVSOFR30 Spread |
Term Benchmark and RFR Spread |
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Category 4 |
0.75% |
1.75% |
For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of Parent based upon Parent’s annual or quarterly consolidated financial statements delivered pursuant to Section 5.01(a) and Section 5.01(b) and the related Compliance Certificate delivered pursuant to Section 5.01(c) and (b) each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective three (3) Business Days following the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change, provided that the Total Leverage Ratio shall be deemed to be in Category 1 (A) at any time that an Event of Default has occurred and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Lenders if the Administrative Borrower fails to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered. In the event that, at any date prior to the Termination Date, any financial statement or Compliance Certificate delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, and only in such case, then the Administrative Borrower shall promptly (i) deliver or cause to be delivered to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (ii) determine the Applicable Rate for such Applicable Period based upon the Total Leverage Ratio set forth in the corrected Compliance Certificate, and (iii) pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance herewith, and, if such payment is made, any Default under clause (b) of Article VII that shall have occurred solely on account of the failure of the Borrowers to pay interest when due as a result of such inaccuracy shall be automatically waived without any further action by the Administrative Agent and the Lenders. The preceding sentence is in addition to the rights of the Administrative Agent and Lenders with respect to Section 2.14(e) and Article VII and other of their respective rights under this Agreement that may be applicable as a result of any such inaccuracy referred to in such sentence.
“Floor” means the benchmark rate floor, if any, provided in this Agreement (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Adjusted Term SOFR, the Adjusted REVSOFR30 Rate or Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt, the Floor as of the Third Amendment Effective Date for each of Adjusted Term SOFR, the Adjusted REVSOFR30 Rate and Adjusted Daily Simple SOFR shall be zero.
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“Loan Documents” means, collectively, this Agreement, the First Amendment, the Second Amendment, the Third Amendment, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty, any Obligation Guaranty and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered by a Loan Party to, or in favor of, the Administrative Agent or any Lender, each Compliance Certificate delivered pursuant to Section 5.01(c), each Borrowing Request or and each consent, waiver, subordination agreement, intercreditor agreement executed by the Borrowers pursuant to this Agreement. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, amendments and restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.
“Revolving Commitment Fee Rate” means 0.25% per annum.
The Administrative Agent shall notify the Administrative Borrower, the Lenders and the Issuing Banks of the Third Amendment Effective Date, and such notice shall be conclusive and binding.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, this Third Amendment has been duly executed as of the day and year first above written.
BORROWERS:
ARCHROCK PARTNERS OPERATING LLC ARCHROCK SERVICES, L.P.
By:/s/ Douglas S. Aron
Douglas S. Aron
Senior Vice President and Chief Financial Officer
OTHER LOAN PARTIES:
ARCHROCK, INC.
ARCHROCK PARTNERS FINANCE CORP.
ARCHROCK PARTNERS LEASING LLC
AROC CORP.
AROC SERVICES GP LLC
AROC SERVICES LP LLC
ARCHROCK SERVICES LEASING LLC
ARCHROCK GP LLC
ARCHROCK PARTNERS CORP.
ARCHROCK ELT LLC
By:/s/ Douglas S. Aron
Douglas S. Aron
Senior Vice President and Chief Financial Officer
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
ARCHROCK PARTNERS, L.P.
By: ARCHROCK GENERAL PARTNER, L.P., its general partner
By: ARCHROCK GP LLC, its general partner
By:/s/ Douglas S. Aron
Douglas S. Aron
Senior Vice President and Chief Financial Officer
ARCHROCK GENERAL PARTNER, L.P.,
By: ARCHROCK GP LLC, its general partner
By:/s/ Douglas S. Aron
Douglas S. Aron
Senior Vice President and Chief Financial Officer
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
ARCHROCK GP LP LLC
By: /s/ Pamela A. Gregorski
Pamela A. Gregorski
Manager
ARCHROCK MLP LP LLC
By: /s/ Pamela A. Gregorski
Pamela A. Gregorski
Manager
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
JPMORGAN CHASE BANK, N.A., as Administrative Agent, an Issuing Bank, Swingline Lender and a Lender WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and an Issuing Bank
By: /s/ William Eifert
Authorized Officer
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
By:/s/ Seth Setterberg
Seth Setterberg
Authorized Signatory
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Michael Danby Michael Danby Vice President By: /s/ Emilee Scott Emilee Scott Authorized Signatory
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
ROYAL BANK OF CANADA,
as a Lender
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
REGIONS BANK,
as a Lender
By: /s/ Ben Barnhart Ben Barnhart Assistant Vice President By: /s/ Alex Franks Alex Franks Managing Director
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,
as a Lender
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
FLAGSTAR BANK, N.A. (as assignee of Flagstar Specialty Finance Company, LLC),
as a Lender
By: /s/ Thomas Bukowski Thomas Bukowski Senior Vice President By: /s/ Todd Mogil Todd Mogil Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
CITIBANK, N.A.,
as a Lender
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
CATERPILLAR FINANCIAL SERVICES CORPORATION,
as a Lender
By: /s/ Landon Gracey Landon Gracey SF Regional Credit Manager By: /s/ Christopher Solley Christopher Solley Director
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
FIRST-CITIZENS BANK & TRUST COMPANY (f/k/a CIT BANK, N.A.),
as a Lender
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
RAYMOND JAMES BANK,
as a Lender
By: /s/ Chad E Colby Chad E Colby Managing Director By: /s/ Forrest Taylor Forrest Taylor Senior Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
FIRST HORIZON BANK,
as a Lender
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
BANK OZK,
as a Lender
By: /s/ Ryan Hammonds Ryan Hammonds Senior Vice President By: /s/ Kevin A. James Kevin A. James Authorized Signatory
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
as a Lender
By: /s/ Donovan C. Broussard Donovan C. Broussard Authorized Signatory By: /s/ Erick Moore Erick Moore Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
MUFG BANK, LTD.,
as a Lender
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Adrian Avalos Adrian Avalos Senior Vice President By: /s/ David Risen David Risen Senior Vice President
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)
BOKF, NA dba BOK FINANCIAL,
as a Lender
Signature Page to Third Amendment to Amended and Restated Credit Agreement
(Archrock)