M&A - Archrock, Inc.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000110465925022555

Filing Summary: On March 10, 2025, Archrock, Inc. entered into two merger agreements: the NGCSI Merger Agreement and the NGCSE Merger Agreement. The NGCSI Merger involves Archrock merging with Natural Gas Compression Systems, Inc. (NGCSI), with NGCSI continuing as a wholly owned subsidiary. This agreement states that NGCSI shareholders will receive $266.7 million in cash as part of the merger. The NGCSE Merger Agreement is similar, involving Archrock merging with NGCSE, Inc., where NGCSE shareholders are entitled to receive $90.4 million in cash and up to 2.3 million shares of Archrock common stock as payment. Both mergers are expected to close in the second quarter of 2025, contingent on various customary closing conditions, including regulatory approvals and satisfactory representations and warranties from both parties. The agreements allow for termination under specific circumstances, including material breaches and non-closure by a predetermined date. A board meeting held on March 6, 2025, approved these agreements as being in the best interest of Archrock and its shareholders. Additionally, supporting shareholders of NGCSI and NGCSE have entered into voting agreements to facilitate the merger process.

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Form Type: DEF 14A

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125007994

Filing Summary: Archrock, Inc. invites stockholders to attend its Annual Meeting on April 24, 2025. The proxy statement details recent strategic initiatives, including the successful acquisition of Total Operations and Production Services, LLC (TOPS), which increased the company's electric motor drive compression equipment capacity by approximately 580,000 horsepower. This acquisition strengthens Archrock's position in the market, enhances maintenance efficiency, and contributes to customers' environmental sustainability through reduced emissions. Archrock emphasizes a commitment to innovative technology and maintaining robust market demand for natural gas. The meeting will also cover proposals for the election of directors, ratification of accounting firm, and approval of executive compensation, with voting instructions provided to stockholders. The document outlines Archrock's operational and financial performance for 2024, highlighting a strong utilization rate and significant cash returned to stockholders through dividends and share repurchases, demonstrating the company's focus on shareholder value and sustainable practices.

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