EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), originally filed by Archrock Partners, L.P., a Delaware limited partnership (“APLP”), with the Securities and Exchange Commission:
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Registration Statement No. 333-149639, filed on March 11, 2008, registering 1,035,378 common units representing limited partner interests (the “Common Units”) of APLP under the Exterran Partners, L.P. Long-Term Incentive Plan; and
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Registration Statement No. 333-217959, filed on May 12, 2017, registering 2,000,000 Common Units of APLP under the Archrock Partners, L.P. Long-Term Incentive Plan.
On April 25, 2018, the common unitholders of APLP approved the Agreement and Plan of Merger, dated as of January 1, 2018, as amended by Amendment No. 1 thereto, dated as of January 11, 2018 (as so amended, the “Merger Agreement”), by and among APLP, Archrock, Inc., a Delaware corporation (“AROC”), Amethyst Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of AROC (“Merger Sub”), Archrock General Partner, L.P., a Delaware limited partnership, and Archrock GP LLC, a Delaware limited liability company. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into APLP, with APLP surviving the merger as an indirect wholly owned subsidiary of AROC (the “Merger”). At the effective time of the Merger, each outstanding Common Unit was converted into the right to receive 1.40 shares of common stock, par value $0.01 per share, of AROC.
In connection with the completion of the Merger, APLP terminated all offerings of securities pursuant to the Registration Statements. In accordance with undertakings made by APLP in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, APLP hereby removes from registration all of such securities of APLP registered but unsold under the Registration Statements.
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