Business Context and Reporting Period
This Form 8-K is a current report filed by Archrock, Inc. on July 16, 2019. The filing discloses the receipt of regulatory clearance and the anticipated closing date for two significant asset transactions involving the company's compression business.
Key Financial Metrics and Transaction Details
The filing details two concurrent transactions with the following financial terms:
- Acquisition of Elite Compression Services: Archrock agreed to acquire approximately 430,000 horsepower of compression assets for a total consideration of $410 million. This consists of $205 million in cash and 21,656,683 newly issued shares of Archrock common stock.
- Sale to Harvest Four Corners: Archrock Services agreed to sell approximately 80,000 active and idle compression horsepower for $30 million in cash.
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period.
Material Changes and Regulatory Status
On July 12, 2019, the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for both transactions. This regulatory approval is a material development enabling the transactions to proceed toward closing.
Outlook and Management Commentary
Archrock announced on July 16, 2019, that subject to the satisfaction or waiver of other closing conditions, the company expects both the acquisition and the sale to close on or about August 1, 2019. The filing notes that the information provided is for Regulation FD disclosure purposes and is not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Key Facts for Investor Verification
- Verify the final closing date of the Elite and Harvest transactions, currently expected around August 1, 2019.
- Confirm the final share count issued for the Elite acquisition and the resulting dilution impact.
- Monitor the satisfaction of remaining closing conditions beyond the FTC clearance.
- Review subsequent filings for the actual cash outflow and inflow upon transaction completion.