20. Equity

Merger Transaction

On January 1, 2018, we entered into the Merger Agreement pursuant to which we agreed to merge the Partnership with and into our indirect wholly-owned subsidiary. On April 26, 2018, the Merger was completed and we issued 57.6 million shares of our common stock to acquire the 41.2 million common units of the Partnership not owned by us prior to the Merger at a fixed exchange ratio of 1.40 shares of our common stock for each Partnership common unit for total implied consideration of $625.3 million. Additionally, the incentive distribution rights in the Partnership, all of which we owned prior to the Merger, were canceled and ceased to exist. As a result of the Merger, the Partnership’s common units are no longer publicly traded. The Notes were not impacted by the Merger and remain outstanding.

As we controlled the Partnership prior to the Merger and continue to control the Partnership after the Merger, we accounted for the change in our ownership interest in the Partnership as an equity transaction which was reflected as a reduction of the noncontrolling interest with corresponding increases to common stock, additional paid-in capital and accumulated other comprehensive income. No gain or loss was recognized in our consolidated statements of operations as a result of the Merger.

Prior to the Merger, public unitholders held a 57% ownership interest in the Partnership and we owned the remaining 43% equity interest. The equity interests in the Partnership that were owned by the public prior to April 26, 2018 are reflected within noncontrolling interest in our consolidated balance sheet as of December 31, 2017. The earnings of the Partnership that were attributed to its common units held by the public prior to April 26, 2018 are reflected in net income (loss) attributable to the noncontrolling interest in our consolidated statements of operations.

The tax effects of the Merger were reported as adjustments to other long-term assets, long-term assets associated with discontinued operations, deferred income taxes, additional paid-in capital and other comprehensive income. Due to the change in ownership and tax step up from the consideration given in the Merger, we recorded a $156.0 million deferred tax asset which resulted in an overall $52.2 million net deferred tax asset. We evaluated the realizability of our resulting net deferred tax asset position by assessing the available positive and negative evidence and concluded, based on the weight of the evidence, that a $50.8 million valuation allowance was required. The $105.2 million net tax impact of the change in deferred tax asset and the valuation allowance was recorded as an offsetting increase to additional paid-in capital.

We incurred $10.2 million and $0.3 million of transaction costs directly attributable to the Merger during the years ended December 31, 2018 and 2017, respectively, including financial advisory, legal service and other professional fees, which were recorded to Merger-related costs on our consolidated statements of operations.

Other Transactions Related to the Partnership

In August 2017, the Partnership sold, pursuant to a public underwritten offering, 4,600,000 common units, including 600,000 common units pursuant to an over-allotment option. The Partnership received net proceeds of $60.3 million after deducting underwriting discounts, commissions and offering expenses, which it used to repay borrowings outstanding under the Partnership Credit Facility. In connection with this sale and as permitted under its partnership agreement, the Partnership sold 93,163 general partner units to its General Partner for a contribution of $1.3 million to maintain the General Partner’s approximate 2% general partner interest in the Partnership.

In November 2016, we completed the November 2016 Contract Operations Acquisition whereby we sold to the Partnership contract operations customer service agreements with 63 customers and a fleet of 262 compressor units used to provide compression services under those agreements comprising approximately 147,000 horsepower, or approximately 4% (of then-available horsepower), of our and the Partnership’s combined U.S. contract operations business. Total consideration for the transaction was $85.0 million excluding transaction costs and consisted of the Partnership’s issuance to us of approximately 5.5 million common units and 111,040 general partner units.

In March 2016, the Partnership completed the March 2016 Acquisition. A portion of the $18.8 million purchase price was funded through the issuance of 257,000 of the Partnership’s common units for $1.8 million. In connection with this acquisition, the Partnership issued and sold to its General Partner 5,205 general partner units to maintain the General Partner’s approximate 2% general partner interest in the Partnership. See Note 5 (“Business Acquisitions”) for additional information.

As a result of each of the above transactions, adjustments were made to noncontrolling interest, accumulated other comprehensive income (loss), deferred income taxes and additional paid-in capital to reflect our new ownership percentage in the Partnership.

The following table presents the effects of changes in our ownership interest in the Partnership on the equity attributable to Archrock stockholders (in thousands):



	Year Ended December 31,
	2018		2017		2016
Net income (loss) attributable to Archrock stockholders	$	21,063	$	18,953	$	(54,555	)
Increase in Archrock stockholders’ additional paid-in capital for change in ownership of Partnership common units	56,845		17,638		18,464
Change from net income (loss) attributable to Archrock stockholders and transfers to noncontrolling interest	$	77,908	$	36,591	$	(36,091	)

Cash Dividends

The following table summarizes our dividends declared and paid in each of the quarterly periods of 2018, 2017 and 2016:



	Dividends per Common Share		Total Dividends (in thousands)
2016
Q1	$	0.1875	$	13,052
Q2	0.0950		6,711
Q3	0.0950		6,698
Q4	0.1200		8,459

2017
Q1	$	0.1200	$	8,458
Q2	0.1200		8,534
Q3	0.1200		8,536
Q4	0.1200		8,536

2018
Q1	$	0.1200	$	8,532
Q2	0.1200		15,486
Q3	0.1320		17,114
Q4	0.1320		17,156

On January 25, 2019, our board of directors declared a quarterly dividend of $0.132 per share of common stock that was paid on February 14, 2019 to stockholders of record at the close of business on February 8, 2019.