USAC 8-K
USA Compression Partners, LP (USAC)
8-K
2026-09-11
For: 2026-09-09
View Original
Added on
September 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its charter)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (zip code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Information.
On September 9, 2026, USA Compression Partners, LP (the “Partnership”) and its wholly owned subsidiary, USA Compression Finance Corp. (“Finance Corp.” and together with the Partnership, the “Issuers”) entered into a purchase agreement (the “Purchase Agreement”), by and among the Issuers, the subsidiary guarantors party thereto and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed in Schedule 1 thereto (collectively, the “Initial Purchasers”), pursuant to which the Issuers agreed to issue and sell to the Initial Purchasers $600.0 million in aggregate principal amount of the Issuers’ 6.750% senior notes due 2035 (the “Notes”). The Notes are guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by the Partnership’s existing subsidiaries (other than Finance Corp.) and each of its future restricted subsidiaries that either borrows, or guarantees obligations, under the Partnership’s credit agreement or guarantees certain of the Partnership’s other indebtedness (collectively, the “Guarantors”). The Notes and the Guarantees will be sold to the Initial Purchasers at par, and the sale will result in net proceeds (after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses) to the Issuers of approximately $592.1 million. The closing of the issuance and sale of the Notes and the Guarantees is expected to occur on or about September 18, 2026, subject to customary closing conditions.
The net proceeds from the issuance and sale of the Notes and the Guarantees will be used to repay outstanding borrowings under the Partnership’s credit agreement and to pay the fees and expenses incurred in connection with the offering.
The Notes and the Guarantees will be issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereunder. The Initial Purchasers intend to resell the Notes and Guarantees (i) inside the United States to persons reasonably believed to be “qualified institutional buyers,” as defined in Rule 144A (“Rule 144A”) under the Securities Act, in private sales exempt from registration under the Securities Act in accordance with Rule 144A and (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act (“Regulation S”) in accordance with Regulation S. The Notes and Guarantees will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The Purchase Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes and the Guarantees, indemnification (including indemnification for liabilities under the Securities Act) and contribution obligations and other terms and conditions customary in agreements of this type.
The Initial Purchasers and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Partnership and its affiliates, for which they received or will receive customary fees and expenses. In particular, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, acts as administrative agent under the Partnership’s credit agreement and certain of the Initial Purchasers or their affiliates are lenders, agents, lead arrangers and/or bookrunners under the Partnership’s credit agreement and, accordingly, such Initial Purchasers or their affiliates will receive a portion of the net proceeds from this offering that are used to repay a portion of the outstanding borrowings under the Partnership’s credit agreement. In addition, affiliates of the Initial Purchasers serve as agents and/or lenders under the credit facilities of the Partnership’s other affiliates. In addition, U.S. Bancorp Investments, Inc., one of the Initial Purchasers, is an affiliate of the trustee under the indenture that will govern the Notes.
In addition, the Issuers and the Guarantors have agreed with the Initial Purchasers not to offer, sell, contract to sell, pledge or otherwise dispose of any debt securities (other than the Notes) issued by the Issuers or any of the Guarantors for a period of 90 days after the date of the Purchase Agreement without the prior consent of J.P. Morgan Securities LLC.
On September 9, 2026, the Partnership issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the launch of the offering.
On September 9, 2026, the Partnership issued a press release, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference, announcing the pricing of the offering.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| USA COMPRESSION PARTNERS, LP | |||||||||||
| By: | USA Compression GP, LLC, | ||||||||||
| its General Partner | |||||||||||
| Date: | September 11, 2026 | By: | /s/ Christopher W. Porter | ||||||||
| Christopher W. Porter | |||||||||||
| Senior Vice President, General Counsel and Secretary | |||||||||||
Exhibit 99.1
USA Compression Partners, LP Announces Launch of $600 Million Offering of Senior Notes
DALLAS, September 9, 2026 – USA Compression Partners, LP (NYSE: USAC) (the “Partnership”) today announced that, subject to market and other conditions, it intends to offer, with its wholly owned subsidiary, USA Compression Finance Corp., $600 million in aggregate principal amount of senior unsecured notes due 2035 in a private placement to eligible purchasers.
The Partnership intends to use the net proceeds from the offering to repay outstanding borrowings under its credit agreement and to pay the fees and expenses incurred in connection with the offering.
The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S under the Securities Act. The notes will not be listed on any securities exchange or automated quotation system.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of an offering memorandum.
FORWARD-LOOKING STATEMENTS
Statements in this press release may be forward-looking statements as defined under federal law, including those related to the Partnership’s securities offering. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of the Partnership, and a variety of risks that could cause results to differ materially from those expected by management of the Partnership.
The Partnership undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release.
Known material factors that could cause the Partnership’s actual results to differ materially from the results contemplated by such forward-looking statements are described in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026, as updated by Exhibit 99.1 to the Partnership’s Current Report on Form 8-K12B filed on July 6, 2026, as well as the Partnership’s subsequent filings with the SEC. You should also understand that it is not possible to predict or identify all such factors and you should not consider these factors to be a complete statement of all potential risks and uncertainties.
Contact:
USA Compression Partners, LP
Mitchell Freer
Sr. Director, Finance
Exhibit 99.2
USA Compression Partners, LP Announces Pricing of $600 Million Offering of Senior Notes
DALLAS, September 9, 2026 – USA Compression Partners, LP (NYSE: USAC) (the “Partnership”) today announced the pricing of a private placement to eligible purchasers by the Partnership and its wholly owned subsidiary, USA Compression Finance Corp., of $600 million in aggregate principal amount of 6.750% senior unsecured notes due 2035 at par. The offering is expected to close on September 18, 2026, subject to customary closing conditions.
The Partnership estimates that it will receive net proceeds of approximately $592.1 million, after deducting the initial purchasers’ discounts and estimated offering expenses. The net proceeds from the offering will be used to repay outstanding borrowings under the Partnership’s credit agreement and to pay the fees and expenses incurred in connection with the offering.
The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act
and applicable state securities laws. The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S under the Securities Act. The notes will not be listed on any securities exchange or automated quotation system.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of an offering memorandum.
FORWARD-LOOKING STATEMENTS
Statements in this press release may be forward-looking statements as defined under federal law, including those related to the Partnership’s securities offering. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of the Partnership, and a variety of risks that could cause results to differ materially from those expected by management of the Partnership.
The Partnership undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future
operating results over time. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release.
Known material factors that could cause the Partnership’s actual results to differ materially from the results contemplated by such forward-looking statements are described in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026, as updated by Exhibit 99.1 to the Partnership’s Current Report on Form 8-K12B filed on July 6, 2026, as well as the Partnership’s subsequent filings with the SEC. You should also understand that it is not possible to predict or identify all such factors and you should not consider these factors to be a complete statement of all potential risks and uncertainties.
Contact:
USA Compression Partners, LP
Mitchell Freer
Sr. Director, Finance