Archrock, Inc. (NYSE:AROC) entered into an agreement to acquire remaining 58.8% stake in Archrock Partners, L.P. (NasdaqGS:APLP) from a group of shareholders for approximately $610 million on January 1, 2018. Under the terms of the consideration, Archrock, Inc. will acquire approximately 41.3 million outstanding units of Archrock Partners at a fixed exchange ratio of 1.4 Archrock Inc. common shares for each publicly held common unit of Archrock Partners not previously held by Archrock, Inc. Each award of Archrock Partners Phantom units shall be assumed by Archrock and converted into an award of restricted stock units of Archrock equal to (i) the number of Archrock Partners Phantom Units subject to such award as of immediately prior to the effective time, multiplied by (ii) 1.4 being the exchange ratio. Following completion of the transaction, all senior notes of Archrock Partners will remain outstanding. The incentive distribution rights in Archrock Partners will be terminated upon the closing of the transaction. In aggregate, Archrock Partners will issue approximately 57.8 million shares in connection with the transaction, representing approximately 44.9% of the total share outstanding of the pro forma combined entity. Upon closing, the shareholders of Archrock Partners will hold approximately 45% stake and the shareholders of Archrock, Inc. will hold approximately 55% stake in the combined company. Post transaction, Archrock Partners will no longer be publicly traded and will operate as a wholly owned subsidiary of Archrock, Inc. In case of the termination, Archrock, Inc. will be obliged to pay an amount of $10 million. The transaction is subject to the approval of the Board of Directors and shareholders of Archrock, Inc. and Archrock Partners, regulatory approval including the HSR Act shall have been terminated or shall have expired, effectiveness of registration statement, listing of stock on NYSE. The Board of Directors of Archrock, Inc. and conflicts committee of the Board of Directors of Archrock GP LLC (managing general partner) of Archrock Partners has unanimously approved the transaction. As of February 9, 2018, FTC granted early termination for the transaction. As of March 19, 2018, Archrock, Inc. has agreed to hold a special meeting for the shareholders’ approval on April 25, 2018. As on April 25, 2018, the stockholders of Archrock Partners approved the issuance of shares of Archrock Partners common stock in connection with the merger. Approximately 99% of the Archrock shares that were voted approved the share issuance. In addition, at a special meeting held on April 25, 2018, Archrock Partners unitholders voted to approve the merger agreement in connection with the merger. Approximately 90% of the Archrock Partners units that were voted approved the merger. Archrock Partners established a conflicts committee consisting of three independent directors: James G. Crump, G. Stephen Finley and Edmund P. Segner, III to approve the merger. The transaction is expected to close in the second quarter of 2018. As of April 25, 2018, the merger is expected to close on April 26, 2018. Effective April 27, 2018, Archrock Partners common units will no longer be publicly traded on the Nasdaq Global Select Market. The transaction is expected to be immediately accretive to Archrock and the combined company is expected to have cash available for dividend coverage ratio above 2x through 2020. Management intends to recommend to the Archrock Board of Directors a 10% increase in the first full quarterly dividend following the completion of the transaction and expects a 10% to 15% annual dividend growth rate through 2020. The transaction is expected to be accretive to Archrock Partners' distributable cash flow per unit. Ryan J. Maierson of Latham & Watkins LLP acted as legal advisor to Archrock. Citigroup Global Markets Inc. acted as financial advisor and also provided fairness opinion for a total fee of $5 million to Archrock, Inc. John Goodgame and Lisa Hearn of Akin Gump Strauss Hauer & Feld LLP and Morris, Nichols, Arsht & Tunnell LLP acted as legal advisors to Archrock Partners. Evercore Group L.L.C. acted as financial advisor to Archrock Partners conflicts committee and also provided fairness opinion for a total fee of $2 million on the transaction. American Stock Transfer and Trust Company acted as transfer agent to Archrock Inc. MacKenzie Partners, Inc. acted as information agent to Archrock and will receive $20,000 as advisory fee. MacKenzie Partners, Inc. also acted as information agent to Archrock Partners and will receive $10,000 as advisory fee.