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Long-Term Debt

3 Months Ended

Mar. 31, 2025

7. Long-Term Debt

Long–term debt is comprised of the following:


(in thousands)	March 31, 2025		December 31, 2024
Credit Facility	$	507,325	$	408,325

6.625% senior notes due September 2032:
Principal outstanding		700,000		700,000
Unamortized debt issuance costs		(9,294)		(9,609)
		690,706		690,391
6.25% senior notes due April 2028:
Principal outstanding		800,000		800,000
Unamortized debt premium		6,017		6,519
Unamortized debt issuance costs		(4,985)		(5,401)
		801,032		801,118
6.875% senior notes due April 2027:
Principal outstanding		300,000		300,000
Unamortized debt issuance costs		(1,296)		(1,458)
		298,704		298,542

Long-term debt	$	2,297,767	$	2,198,376

2032 Notes

On August 26, 2024, we completed a private offering of $700.0 million aggregate principal amount of 6.625% senior notes due September 2032 and received net proceeds of $690.0 million after deducting issuance costs. The $10.0 million of issuance costs were recorded as deferred financing costs within long-term debt in our condensed consolidated balance sheets and are being amortized to interest expense in our condensed consolidated statement of operations over the term of the notes. A portion of the net proceeds were used to fund a portion of the cash consideration for the TOPS Acquisition, the 2027 Notes Tender Offer and to repay borrowings outstanding under our Credit Facility.

The 2032 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the U.S. except pursuant to a registration exemption under the Securities Act and applicable state securities laws. We offered and issued the 2032 Notes only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act.

The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by us, and by all of our existing subsidiaries, other than Archrock Partners Finance Corp., which is the issuer of the 2032 Notes. The 2032 Notes and the guarantees rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness.

We may, at our option, redeem all of part of the 2032 Notes at any time on or after September 1, 2027, at specified redemption prices, plus any accrued and unpaid interest. In addition, prior to September 1, 2027, we may redeem up to 40% of the 2032 Notes at specified redemption prices and make-whole premiums, plus any accrued and unpaid interest.

2027 Notes Tender Offer

In connection with the offering of the 2032 Notes, we completed a concurrent cash tender offer of $202.0 million, which reflects approximately 101% of the aggregate principal amount of the tendered 2027 Notes and $0.2 million of agent and legal fees. On the date of tender, the net carrying value of the tendered 2027 Notes was $198.8 million and during the third quarter of 2024, we recorded a debt extinguishment loss of $3.2 million in our consolidated statements of operations.

First Amendment to the Amended and Restated Credit Agreement

On August 28, 2024, we amended our Amended and Restated Credit Agreement to, among other things:

●

increase the borrowing capacity of the Credit Facility from $750.0 million to $1.1 billion;

●

increase the portion of the Credit Facility available for the issuance of swing line loans from $75.0 million to $110.0 million;

●

increase the cash dominion trigger threshold amount from $75.0 million to $110.0 million;

●

add certain financial institutions as lenders under the Credit Facility;

●

join a newly formed wholly owned subsidiary of Archrock Services, L.P. as a guarantor and grantor under the Credit Facility; and

●

modify certain other covenants to which we are subject.

During the third quarter of 2024, we incurred $2.6 million in transaction costs related to the First Amendment to the Amended and Restated Credit Agreement, which were included in other assets in our condensed consolidated balance sheets and are being amortized over the remaining term of the Credit Facility.

The Credit Facility matures in May 2028 unless renewed or amended prior to that date. As of March 31, 2025, there were $2.7 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 2.1%. The weighted average annual interest rate on the outstanding balance under the Credit Facility was 6.7% and 6.8% at March 31, 2025 and December 31, 2024, respectively. We incurred $0.6 million and $0.4 million of commitment fees on the daily unused amount of the Credit Facility during the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, we were in compliance with all covenants under our Credit Facility agreement. Additionally, all undrawn capacity on our Credit Facility was available for borrowings as of March 31, 2025.